-----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, V7Fxr6QWLYfwsPgQpGpTO9/kkCk0zboEK5mQMAYapfsqdy+IJYoNBAB74ypYUCBO i5OICIvAul7a6Fbpx7qy4g== 0000355429-02-000020.txt : 20020814 0000355429-02-000020.hdr.sgml : 20020814 20020814155642 ACCESSION NUMBER: 0000355429-02-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020630 ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE CORP CENTRAL INDEX KEY: 0000355429 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 952492236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12332 FILM NUMBER: 02736371 BUSINESS ADDRESS: STREET 1: 2801 HGWY 280 S 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 f8k63002.htm 8-K

___________________________________________________________________

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 14, 2002


PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)


Delaware 1-12332 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) 879 9230

Registrant's telephone number, including area code



N/A
(Former name or former address, if changed since last report.)


___________________________________________________________________









Item 9. Regulation FD Disclosure.

        The information in this Current Report on Form 8-K, including the attached exhibits, is being furnished pursuant to Regulation FD. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, such information in this report and in such exhibits shall not be deemed to be incorporated by reference into the Registrant’s filings under the Securities Act of 1933, as amended.

        On August 14, 2002, the Registrant submitted to the Securities and Exchange Commission the sworn statements of the Registrant’s Chief Executive Officer and Chief Financial Officer in accordance with the Commission’s Order No. 4-460 pursuant to Section 21 (a) (1) of Exchange Act. Copies of the sworn statements are furnished as Exhibits 99(a) and 99(b) to this Current Report.

        Also on August 14, 2002, the Registrant’s Chief Executive Officer and Chief Financial Officer each furnished to the Securities and Exchange Commission certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the certifications are furnished as Exhibits 99(c) and 99(d) to this Current Report.





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
BY/s/Jerry W. DeFoor
Jerry W. DeFoor
Vice President and Controller,
and Chief Accounting Officer
(Duly Authorized Officer)

Dated:   August 14, 2002









Exhibit Index

      Exhibit Number                      Description                                  Page Number
      --------------                      -----------                                  -----------

         99(a)             Statement Under Oath of Principal Executive
                           Officer Regarding Facts and Circumstances
                           Relating to Exchange Act Filings.

         99(b)             Statement Under Oath of Principal Financial
                           Officer Regarding Facts and Circumstances
                           Relating to Exchange Act Filings.

         99(c)             Certification of the Chief Executive Officer
                           pursuant to 18 U.S.C. Section 1350 as adopted
                           pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002.

         99(d)             Certification of the Chief Financial Officer pursuant
                           to 18 U.S.C. Section 1350 as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.


EX-99 3 f8kex99a.htm EXHIBIT 99

[Protective Life Corporation Letterhead]

Exhibit 99(a)




Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, John D. Johns, state and attest that:

        (1) To the best of my knowledge, based upon a review of the covered reports of Protective Life Corporation, and, except as corrected or supplemented in a
              subsequent covered report:

                o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
                   Form 8-K or definitive proxy materials, as of the date on which it was filed); and

                o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under
                   which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy
                   materials, as of the date on which it was filed).

        (2) I have reviewed the contents of this statement with the Company's audit committee.

        (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

                o the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission of Protective Life Corporation;

                o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Protective Life Corporation filed with the Commission
                   subsequent to the filing of the Form 10-K identified above; and

                o any amendments to any of the foregoing.

/s/ John D. Johns
John D. Johns
President and Chief Executive Officer
August 14, 2002




                         Subscribed and sworn to before me this 14th day of August 2002.

/s/Venzine M. Wells
Notary Public
My Commission Expires: 9/16/2004
EX-99 4 f8kex99b.htm EXHIBIT 99

[Protective Life Corporation Letterhead]

Exhibit 99(b)




Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Allen W. Ritchie, state and attest that:

        (1) To the best of my knowledge, based upon a review of the covered reports of Protective Life Corporation, and, except as corrected or supplemented in a
              subsequent covered report:

                o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
                   Form 8-K or definitive proxy materials, as of the date on which it was filed); and

                o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under
                   which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy
                   materials, as of the date on which it was filed).

        (2) I have reviewed the contents of this statement with the Company's audit committee.

        (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

                o the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission of Protective Life Corporation;

                o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Protective Life Corporation filed with the Commission
                   subsequent to the filing of the Form 10-K identified above; and

                o any amendments to any of the foregoing.

/s/ Allen W. Ritchie
Allen W. Ritchie
Executive Vice President and
Chief Financial Officer
August 14, 2002




                         Subscribed and sworn to before me this 14th day of August 2002.

/s/Venzine M. Wells
Notary Public
My Commission Expires: 9/16/2004
EX-99 5 f8kex99c.htm EXHIBIT 99

[Protective Life Corporation Letterhead]

Exhibit 99(c)




CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Protective Life Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John D. Johns, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/John D. Johns
John D. Johns
President and Chief Executive Officer
August 14, 2002

EX-99 6 f8kex99d.htm EXHIBIT 99

[Protective Life Corporation Letterhead]

Exhibit 99(d)




CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Protective Life Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Allen W. Ritchie, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Allen W. Ritchie
Allen W. Ritchie
Executive Vice President and
Chief Financial Officer
August 14, 2002

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