Attached files

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EX-31.(B) - EX-31.(B) - PROTECTIVE LIFE INSURANCE COa12-9485_1ex31db.htm
EX-10.(G) - EX-10.(G) - PROTECTIVE LIFE INSURANCE COa12-9485_1ex10dg.htm
EX-32.(B) - EX-32.(B) - PROTECTIVE LIFE INSURANCE COa12-9485_1ex32db.htm
EX-31.(A) - EX-31.(A) - PROTECTIVE LIFE INSURANCE COa12-9485_1ex31da.htm
EX-32.(A) - EX-32.(A) - PROTECTIVE LIFE INSURANCE COa12-9485_1ex32da.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 


 

FORM 10-K/A

 

(Amendment No. 1)

 

x

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2011

 

or

 

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                          to                         

 

Commission File Number 001-31901

 

PROTECTIVE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

 

TENNESSEE

(State or other jurisdiction of incorporation or organization)

 

63-0169720

(IRS Employer Identification Number)

 

2801 HIGHWAY 280 SOUTH

BIRMINGHAM, ALABAMA 35223

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code (205) 268-1000

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

6.750% Callable InterNotes® due 2033 of Protective Life Secured Trust 2008-20

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o  No x

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” 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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

 

Aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant as of June 30, 2011: None

 

Number of shares of Common Stock, $1.00 Par Value, outstanding as of March 23, 2012:  5,000,000

 

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) and (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT WHERE NOTED HEREIN.

 

 

 



 

EXPLANATORY NOTE

 

Part IV, Item 15 of the Protective Life Insurance Company (the “Company”) Annual Report on Form 10-K for fiscal year ended December 31, 2011 (“Annual Report”) is being amended to reflect that Exhibit 10(g) is being filed herewith and Exhibit 10(i) is being incorporated by reference, and to include Exhibit 10(g) as an exhibit to the Annual Report.

 

No other revisions or amendments have been made to this Annual Report. This Amendment No. 1 to the Annual Report does not otherwise update information in the Annual Report to reflect facts or events occurring subsequent to the date of the original filing of the Annual Report. Currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.

 

Amendment No. 1 to

Annual Report on Form 10-K

For Fiscal Year Ended December 31, 2011

 

The Company hereby amends Part IV, Item 15 of its Annual Report on Form 10-K for fiscal year ended December 31, 2011 to reflect that Exhibit 10(g) is being filed herewith and that Exhibit 10(i) is being incorporated by reference, as follows:

 

Item 15.    Exhibits and Financial Statement Schedules

 

Exhibits:

 

The items listed below are included as exhibits. The Company will furnish a copy of any of the exhibits listed upon the payment of $5.00 per exhibit to cover the cost of furnishing the exhibit.

 

Item

 

 

Number

 

Document

 

2(a)

 

Stock Purchase Agreement Among Protective Life Insurance Company, United Investors Life Insurance Company, Liberty National Life Insurance Company and Torchmark Corporation, dated as of September 13, 2010, filed as Exhibit 2.01 to the Company’s Current Report on Form 8-K filed September 17, 2010. (No. 001-31901)

 

3(a)

 

2011 Amended and Restated Charter of Protective Life Insurance Company filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

3(b)

 

2011 Amended and Restated By-laws of Protective Life Insurance Company filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

**

 

4(a)

 

Group Modified Guaranteed Annuity Contract

***

 

4(b)

 

Individual Certificate

**

 

4(c)

 

Tax-Sheltered Annuity Endorsement

**

 

4(d)

 

Qualified Retirement Plan Endorsement

**

 

4(e)

 

Individual Retirement Annuity Endorsement

**

 

4(f)

 

Section 457 Deferred Compensation Plan Endorsement

*

 

4(g)

 

Qualified Plan Endorsement

**

 

4(h)

 

Application for Individual Certificate

**

 

4(i)

 

Adoption Agreement for Participation in Group Modified Guaranteed Annuity

***

 

4(j)

 

Individual Modified Guaranteed Annuity Contract

**

 

4(k)

 

Application for Individual Modified Guaranteed Annuity Contract

****

 

4(l)

 

Endorsement - Group Policy

****

 

4(m)

 

Endorsement - Certificate

****

 

4(n)

 

Endorsement - Individual Contracts

****

 

4(o)

 

Endorsement (Annuity Deposits) - Group Policy

****

 

4(p)

 

Endorsement (Annuity Deposits) - Certificate

****

 

4(q)

 

Endorsement (Annuity Deposits) - Individual Contracts

*****

 

4(r)

 

Endorsement - Individual

*****

 

4(s)

 

Endorsement - Group Contract/Certificate

 

4(t)

 

Endorsement - Individual, incorporated by reference as Exhibit 4(EE) to Protective Life Insurance Company’s Registration Statement on Form S-1 filed April 4, 1996. (No. 333-02249)

 

2



 

 

4(u)

 

Endorsement - Group Contract, incorporated by reference as Exhibit 4(FF) to Protective Life Insurance Company’s Registration Statement on Form S-1 filed April 4, 1996. (No. 333-02249)

 

4(v)

 

Endorsement - Group Certificate, incorporated by reference as Exhibit 4(GG) to Protective Life Insurance Company’s Registration Statement on Form S-1 filed April 4, 1996. (No. 333-02249)

 

4(w)

 

Individual Modified Guaranteed Annuity Contract, incorporated by reference as Exhibit 4 (HH) to Protective Life Insurance Company’s Registration Statement on Form S-1 filed April 4, 1996. (No. 333-02249)

 

4(x)

 

Cancellation Endorsement, included as an exhibit to item 4(w) above.

†††

 

4(y)

 

Group Modified Guaranteed Annuity Contract

†††

 

4(z)

 

Individual Modified Guaranteed Annuity Contract

†††

 

4(aa)

 

Group Certificate

†††

 

4(bb)

 

Application for Modified Guaranteed Annuity

†††

 

4(cc)

 

Endorsement - Free Look

†††

 

4(dd)

 

Endorsement - Settlement Option

†††

 

4(ee)

 

Endorsement - Automatic Renewal

†††

 

4(ff)

 

Endorsement - Traditional IRA

†††

 

4(gg)

 

Endorsement - Roth IRA

†††

 

4(hh)

 

Endorsement - Qualified Retirement Plan

†††

 

4(ii)

 

Endorsement - Section 457 Deferred Compensation Plan

††

 

4(jj)

 

Application for Modified Guaranteed Annuity

*

 

10(a)

 

Bond Purchase Agreement

*

 

10(b)

 

Escrow Agreement

 

10(c)

 

Second Amended and Restated Credit Agreement dated as of April 16, 2008, among Protective Life Corporation, Protective Life Insurance Company, the several lenders from time to time hereto and Regions Bank, Regions Capital Markets, and Wachovia Capital Markets, LLC and Bank of America N.A. and Barclays Bank PLC filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 16, 2008.

 

10(c)(1)

 

First Amendment to the Second Amended and Restated Credit Agreement dated as of October 2, 2009 among Protective Life Corporation, Protective Life Insurance Company, the lenders and parties thereto and Regions Bank as Administrative Agent filed as Exhibit 10(c) (2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. (No. 001-31901)

 

10(d)

 

Amended and Restated Lease Agreement dated as of January 11, 2007, between Wachovia Development Corporation (an assignee of Wachovia Capital Investments, Inc.) and Protective Life Insurance Company filed as Exhibit 10(G)(4) to the Company’s Form S-1 filed April 23, 2007. (No. 333-142293)

 

10(e)

 

Amended and Restated Investment and Participation Agreement dated as of January 11, 2007, between Protective Life Insurance Company and Wachovia Development Corporation (an assignee of Wachovia Capital Investments, Inc.) filed as Exhibit 10(G)(5) to the Company’s Form S-1 filed April 23, 2007. (No. 333-142293)

 

10(f)

 

Amendment and Clarification of the Tax Allocation Agreement dated January 1, 1988 by and among Protective Life Corporation and its subsidiaries. Filed as Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

 

 

10(g)

 

Amended and Restated Reimbursement Agreement dated as of November 21, 2011 between Golden Gate III Vermont Captive Insurance Company and UBS AG, Stamford Branch. ±

 

10(h)

 

Stock Purchase Agreement by and among RBC Insurance Holdings (USA), Inc., Athene Holding Ltd., the Company and RBC USA Holdco Corporation filed as Exhibit 10.01 to the Company’s current report on Form 8-K filed October 28, 2010. (No. 001-31901)

 

10(i)

 

Reimbursement Agreement dated as of December 10, 2010 between Golden Gate IV Vermont Captive Insurance Company and UBS AG, Stamford Branch filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. (No. 001-11339) ±

 

10(j)

 

Form of Coinsurance Agreement by and between Liberty Life Insurance Company and Protective Life Insurance Company filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K filed October 28, 2010. (No. 001-31901)

 

12

 

Consolidated Earnings Ratio filed as Exhibit 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

14

 

Code of Business Conduct for Protective Life Corporation and all of its subsidiaries, Revised August 30, 2010, filed as Exhibit 14 to Protective Life Corporation’s Annual Report on Form 

 

3



 

 

 

 

 

10-K for the year ended December 31, 2010. (No. 001-11339)

 

14(a)

 

Supplemental Policy on Conflict of Interest, Revised August 30, 2010 for Protective Life Corporation and all of its subsidiaries, filed as Exhibit 14(a) to Protective Life Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010. (No. 001-11339)

 

23

 

Consent of Independent Registered Public Accounting Firm filed as Exhibit 23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

 

31(a)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31(b)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32(a)

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

32(b)

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101

 

Financial statements from the annual report on Form 10-K of Protective Life Insurance Company for the year ended December 31, 2011, filed on March 29, 2012, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareowner’s Equity, (iv) the Consolidated Statement of Cash Flow, and (v) the Notes to Consolidated Financial Statements filed as Exhibit 101 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

 

 

 

 


*

 

 

 

Previously filed or incorporated by reference in Form S-1 Registration Statement, Registration No. 33-31940.

**

 

 

 

Previously filed or incorporated by reference in Amendment No. 1 to Form S-1 Registration Statement, Registration No. 33-31940.

***

 

 

 

Previously filed or incorporated by reference from Amendment No. 2 to Form S-1 Registration Statement, Registration No. 33-31940.

****

 

 

 

Previously filed or incorporated by reference from Amendment No. 2 to Form S-1 Registration Statement, Registration No. 33-57052.

*****

 

 

 

Previously filed or incorporated by reference from Amendment No. 3 to Form S-1 Registration Statement, Registration No. 33-57052.

 

 

 

 

 

 

 

 

Incorporated by reference.

††

 

 

 

Previously filed as Exhibit 4(bb) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (No. 001-31901).

†††

 

 

 

Previously filed or incorporated by reference in Form S-1 Registration Statement, Registration No. 333-156285.

±

 

 

 

Certain portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The non-public information has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

4



 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

 

 

 

 

By:

/s/ Steven G. Walker

 

 

Steven G. Walker

 

 

Senior Vice President, Controller

 

 

and Chief Accounting Officer

 

 

April 12, 2012

 

5



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10(g)

 

Amended and Restated Reimbursement Agreement dated as of November 21, 2011 between Golden Gate III Vermont Captive Insurance Company and UBS AG, Stamford Branch. (No. 001-31901)

 

 

 

31(a)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31(b)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32(a)

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32(b)

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

6