EXHIBIT 1.2
PRICING AGREEMENT
March 20, 2000
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 20, 2000 (the "Underwriting Agreement"), to
issue and sell to Xxxxxx X. Xxxxx & Co., L.P. (the "Underwriter") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of the Underwriter of the
Designated Securities pursuant to Section 12 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriter and the Company.
Very truly yours,
1128702.04
PROTECTIVE LIFE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President, Investments
Accepted as of the date hereof:
XXXXXX X. XXXXX & CO., L.P.
By: /s/ Xxxx Xxxxx
Authorized Signatory
SCHEDULE I
Principal Amount
of Designated Securities
Underwriter to be Purchased
Xxxxxx X. Xxxxx & Co., L.P. $125,000,000
Total......................................... .......... $125,000,000
1128702.04 3
SCHEDULE II-A
Title of Designated Securities:
8.00% Senior Notes due July 1, 2010
Aggregate Principal Amount:
$50,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
97.90% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 000000000
for: Protective Life Corporation
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx
Account #: 224383
Attn: Xxxxxxx Xxxxx
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
July 1, 2010
Interest Rate:
8.00%
Interest Payment Dates:
1139336.02 1
January 1 and July 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option
of the Company, on or after April 1, 2003, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of
any deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to
the 100% of the principal amount thereof, plus accrued interest to the date
of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with
respect of the covenants specified in said Section 4.5 and the covenants set
forth in Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Xxxxx Xxxx LLP
One Metropolitan Square
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, XX 00000
Names and Addresses of Representatives:
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx., Xxxxx, XX 00000
1139336.02 2
SCHEDULE II-B
Title of Designated Securities:
8.10% Notes due August 1, 2015
Aggregate Principal Amount:
$40,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
97.65% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 000000000
for: Protective Life Corporation
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx
Account #: 224383
Attn: Xxxxxxx Xxxxx
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
August 1, 2015
Interest Rate:
8.1%
1139336.02 3
Interest Payment Dates:
February 1 and August 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option
of the Company, on or after April 1, 2003, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of
any deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to
the 100% of the principal amount thereof, plus accrued interest to the date
of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with
respect of the covenants specified in said Section 4.5 and the covenants set
forth in Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Xxxxx Xxxx LLP
One Metropolitan Square
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, XX 00000
Names and Addresses of Representatives:
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx., Xxxxx, XX 00000
1139336.02 4
SCHEDULE II-C
Title of Designated Securities:
8.25% Notes due October 1, 2030
Aggregate Principal Amount:
$35,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
96.85% of the principal amount of the Designated Securities,
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 000000000
for: Protective Life Corporation
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx
Account #: 224383
Attn: Xxxxxxx Xxxxx
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York,
as Trustee, as supplemented by Supplemental Indenture No. 6 dated March 20,
2000
Maturity:
October 1, 2030
Interest Rate:
8.25%
Interest Payment Dates:
1139336.02 5
April 1 and October 1
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at the option of
the Company, on or after April 1, 2005, at a redemption price equal to the 100%
of the principal amount thereof, plus accrued interest to the date of
redemption.
The Designated Securities may be redeemed in whole or in part, in integral
multiples of $1,000 principal amount, at the option of the representative of any
deceased owner, subject to the limitations described in the Prospectus
Supplement and Supplemental Indenture No. 6, at a redemption price equal to the
100% of the principal amount thereof, plus accrued interest to the date of
redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the notes. The
provisions of Section 4.5 of the Indenture shall apply to the notes with respect
of the covenants specified in said Section 4.5 and the covenants set forth in
Section 2.5 of Supplemental Indenture No. 6.
Time of Delivery:
9:00 am, central standard time, March 23, 2000
Closing Location:
the offices of:
Xxxxx Xxxx LLP
One Metropolitan Square
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, XX 00000
Names and Addresses of Representatives:
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx., Xxxxx, XX 00000
37377v2
1139336.02 6
