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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
1 FOUNTAIN SQUARE, CHATTANOOGA, TENNESSEE 37402 TELEPHONE: (423) 755-8913
November 22, 2000
A Special Meeting of Contract Owners who hold contracts issued pursuant to
Provident National Assurance Company Separate Account B will be held at 9:00
a.m., local time, on December 22, 2000, at the UnumProvident Corporation
building, Investment Conference Room, 6N, 1 Fountain Square, Chattanooga,
Tennessee 37402. You have the right to cast votes at this meeting.
At the meeting, Contract Owners will be asked to approve or disapprove a new
investment advisory agreement and a new investment sub-advisory agreement for
the Separate Account, each to be effective upon the acquisition of Provident
National Assurance Company ("PNAC") by Allstate Life Insurance Company
("Allstate"). The new investment advisory and sub-advisory agreements are
identical to those currently in effect for the Separate Account, but for new
effective dates.
Enclosed are the Notice of Special Meeting, Proxy Statement and Proxy Card.
Please sign and return the proxy in the enclosed envelope so that it will be
received by the Board of Managers of Separate Account B NO LATER THAN December
22, 2000. You may keep all other material. If you are present at the meeting,
you may vote in person even though have sent in your proxy.
The enclosed Proxy Statement describes matters affecting the Separate Account as
a result of the Stock Purchase Agreement in which UnumProvident Corporation
agrees to sell its wholly-owned subsidiary, PNAC, to Allstate. Please see the
enclosed Proxy Statement for information about the Acquisition, PNAC and
Allstate.
Your contract/certificate number and the total number of votes you may cast are
shown on the proxy card.
Yours Sincerely,
/s/ Susan N. Roth
SUSAN N. ROTH
Secretary, Board of Managers
Enclosures
<PAGE>
PROVIDENT NATIONAL ASSURANCE COMPANY
SEPARATE ACCOUNT B
NOTICE OF SPECIAL MEETING OF CONTRACT OWNERS
To be held at 9 a.m. on December 22, 2000
Notice is hereby given that a Special Meeting of Contract Owners of Provident
National Assurance Company Separate Account B (the "Separate Account") will be
held at the offices of UnumProvident Corporation, 1 Fountain Square,
Chattanooga, Tennessee, at 9:00 a.m., local time, on December 22, 2000, for the
following purposes:
1. To approve or disapprove a new investment advisory agreement between
the Separate Account and Provident National Assurance Company ("PNAC"), a
wholly-owned subsidiary of UnumProvident Corporation ("UnumProvident") to be
effective upon the acquisition of PNAC by Allstate Life Insurance Company
("Allstate") from UnumProvident, such agreement to be in substance identical to
the investment advisory agreement currently in effect for the Separate Account.
2. To approve or disapprove a new investment sub-advisory agreement
between PNAC and Provident Investment Management, LLC ("PRIMCO"), to be
effective upon the acquisition of PNAC by Allstate, such agreement to be in
substance identical to the investment sub-advisory agreement currently in effect
for the Separate Account.
3. To consider and act upon any other matter incidental to the foregoing
purposes and any other matters that may properly come before the meeting or any
adjournment thereof.
BY ORDER OF THE CHAIRMAN
OF THE BOARD OF MANAGERS,
/s/ Susan N. Roth
SUSAN N. ROTH
Secretary
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
STAMPED ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU MAY
STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
Provident National Assurance Company
1 Fountain Square
Chattanooga, Tennessee 37402
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Managers of Provident National Assurance Company Separate
Account B (the "Separate Account") for use at the Special Meeting of Contract
Owners to be held on Friday, December 22, 2000, at 9:00 a.m. at the
UnumProvident Corporation building, Investment Conference Room, 6N, 1 Fountain
Square, Chattanooga, Tennessee 37402. The cost of soliciting the proxies will be
borne by Provident National Assurance Company ("PNAC"). Proxies may be solicited
by telephone, by mail or in person by directors, officers, agents, or regular
employees of PNAC who will not be compensated for such services. The Variable
Annuity Insurance Company ("VALIC"), 205 East 10th Street, Amarillo, Texas
79101, the Administrator, has also contracted with Management Information
Services, and ADP Company ("MIS") to provide proxy mailing and collection
services to the Separate Account. The costs of these services will be paid by
the Administrator. Contract Owners may revoke their proxies at any time prior to
the voting thereof by submitting written notice of revocation to PNAC at 1
Fountain Square, Chattanooga, Tennessee 37402. Any Contract Owner attending the
meeting may vote in person, whether or not a proxy has been previously
submitted.
A copy of the annual report to Contract Owners for the fiscal year ended
December 31, 1999, including financial statements has been previously provided.
An additional copy of the annual report will be provided free of charge to any
Contract Owner upon request. Contract Owners may contact Linda Daughetee toll-
free at (800) 718-8824 to request an annual report.
On the record date, November 1, 2000, there were outstanding 375,356.9560 units
of the Separate Account with a total value of $6,644,972.34 entitling the
Contract Owners to one vote for each dollar of value represented by units
credited to such persons as of such record date. Contract Owners of record at
the close of business on November 1, 2000, who are still Contract Owners on
December 22, 2000, will be entitled to vote at the meeting.
Units eligible to be voted for which a proxy card is properly signed and
returned prior to the beginning of the Annual Meeting will be voted as directed.
If directions are not given or directions are not in accordance with the options
listed on a signed and returned proxy card, such units will be voted FOR each
proposition for which the Board of Managers recommends a vote FOR.
Unsigned or unreturned proxies will not be counted for quorum or voting
purposes. For issues as to which it is a choice on the proxy, a vote to abstain
will be counted for purposes of determining the existence of a quorum, and
counted as an "ABSTENTION" rather than as either a vote "FOR" or "AGAINST."
For purposes of the Special Meeting, a quorum is the presence in person or by
proxy of a majority in interest of the Contract Owners. A quorum being present,
vote of the majority of the quorum of outstanding units represented in person or
by proxy will determine the adoption or rejection of the matters specified in
the Notice.
This Proxy Statement contains information relating to the acquisition (the
"Acquisition") of PNAC by Allstate Life Insurance Company ("Allstate"). The
Acquisition may be deemed to be a change of control of PNAC, which serves as
investment adviser to the Separate Account, within the meaning of the Investment
Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act and under
the
1
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Investment Advisory Agreement dated March 21, 1977 by and between the Separate
Account and PNAC (the "Advisory Agreement") or the Investment Sub-Advisory
Agreement dated June 25, 1998 (the "Sub-Advisory Agreement") by and between PNAC
and Provident Investment Management, LLC ("PRIMCO"), as the case may be, a
change in control of PNAC results in the automatic termination of each of the
Advisory Agreement and the Sub-Advisory Agreement, effective at the time of the
change in control.
The Board of Managers has approved and recommends that the Contract Owners
approve a new advisory agreement and a new sub-advisory agreement. The proposed
new agreements would be in substance identical to the Advisory Agreement and the
Sub-Advisory Agreement, respectively, as each is currently in effect and would
take effect at the time of the Acquisition. Under the respective new agreements
PNAC would continue to provide advisory services and PRIMCO would continue to
perform sub-advisory services for the Separate Account after the Acquisition, on
the same terms as are currently in effect. This Acquisition represents a change
in control of the corporate entity only; PNAC's investment management personnel
are expected to remain the same.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE
SEPARATE ACCOUNT AND PROVIDENT NATIONAL ASSURANCE COMPANY ("PNAC"), A WHOLLY-
OWNED SUBSIDIARY OF UNUMPROVIDENT CORPORATION ("UNUMPROVIDENT") TO BE EFFECTIVE
UPON THE ACQUISITION OF PNAC BY ALLSTATE LIFE INSURANCE COMPANY ("ALLSTATE")
FROM UNUMPROVIDENT, SUCH AGREEMENT TO BE IN SUBSTANCE IDENTICAL TO THE
INVESTMENT ADVISORY AGREEMENT CURRENTLY IN EFFECT FOR THE SEPARATE ACCOUNT.
PROPOSAL 2
TO APPROVE OR DISAPPROVE A NEW INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN PNAC
AND PROVIDENT INVESTMENT MANAGEMENT, LLC ("PRIMCO"), TO BE EFFECTIVE UPON THE
ACQUISITION OF PNAC BY ALLSTATE, SUCH AGREEMENT TO BE IN SUBSTANCE IDENTICAL TO
THE INVESTMENT SUB-ADVISORY AGREEMENT CURRENTLY IN EFFECT FOR THE SEPARATE
ACCOUNT.
Background
As explained above, the Acquisition of PNAC by Allstate may be deemed to be a
change of control of PNAC, which serves as investment adviser to the Separate
Account within the meaning of the 1940 Act. The 1940 Act provides that such a
change in control of PNAC constitutes an "assignment" of each of the Advisory
Agreement, under which PNAC provides advisory services to the Separate Account,
and the Sub-Advisory Agreement, under which PRIMCO provides sub-advisory
services to PNAC and the Separate Account. The 1940 Act and the terms of such
agreements further provide that such an assignment will result in the automatic
termination of such agreements at the time of the Acquisition. Proposal 1 and
Proposal 2 seek Contract Owner approval of a new investment advisory agreement
and a new investment sub-advisory agreement for the Separate Account, each to be
effective at the time of the Acquisition. The proposed new agreements would be
in substance identical to the Advisory Agreement and the Sub-Advisory Agreement,
respectively, as each is currently in effect. THE EFFECT OF
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PROPOSAL 1 AND PROPOSAL 2 IS TO PERMIT THE SEPARATE ACCOUNT TO CONTINUE TO
OPERATE, FOLLOWING THE ACQUISITION, UNDER AN ADVISORY AGREEMENT AND A SUB-
ADVISORY AGREEMENT SUBSTANTIALLY IDENTICAL TO THOSE CURRENTLY IN EFFECT.
PROPOSAL 1 AND PROPOSAL 2 WILL NOT RESULT IN ANY CHANGE IN THE IDENTITY OF THE
FIRM OR PERSONNEL PROVIDING ADVISORY SERVICES TO THE SEPARATE ACCOUNT OR PNAC,
OR IN THE FEES PAYABLE WITH RESPECT THERETO. Assuming the satisfaction of all
conditions to consummation of the Acquisition, the Acquisition is expected to
become effective during the fourth quarter of 2000. The Board of Managers of the
Separate Account unanimously recommends that Contract Owners vote to approve the
proposed new investment advisory arrangements for the Separate Account to be
effective at the time of the Acquisition.
The Acquisition
In August 2000, UnumProvident and Allstate entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") providing for the Acquisition by
Allstate of all of the capital stock of PNAC from its sole stockholder
UnumProvident. As a result thereof, PNAC shall become a wholly-owned subsidiary
of Allstate. The policyholders and contract owners of PNAC and the Separate
Account will not receive any direct payment, property or consideration in
connection with the Acquisition. The Acquisition will not be effected unless
all required governmental and other consents and approvals are obtained and all
other conditions to the obligations of the parties to consummate the Acquisition
are either satisfied or waived (as permitted). There is no assurance that the
Acquisition will in fact be consummated. Assuming the satisfaction of all
conditions to consummation of the Acquisition, the Acquisition is expected to
become effective during the fourth quarter of 2000.
THE SEPARATE ACCOUNT, PNAC AND THE ADMINISTRATOR
Information about the Separate Account:
The Separate Account is an open-end diversified investment company registered
under the 1940 Act, and is a separate account through which PNAC sets aside,
separate and apart from its general assets, assets attributable to its variable
annuity contracts (which ceased to be actively marketed in 1984).
Information about PNAC:
PNAC is a wholly-owned subsidiary of UnumProvident Corporation
("UnumProvident"), formerly Provident Companies, Inc. UnumProvident was
organized in 1995 under the laws of Delaware and is the parent holding company
for a group of insurance companies that collectively operate in all 50 states,
the District of Columbia, all the provinces and territories of Canada and Puerto
Rico. UnumProvident, through its subsidiaries, is the largest provider of
individual disability insurance and the second largest overall disability
insurer in North America. It also provides a complementary portfolio of life
insurance products, including life insurance, employer and employee paid group
benefits and related services. PNAC is a Tennessee stock life insurance
company. PNAC serves as insurer, principal underwriter, and as an investment
adviser to the Separate Account.
PNAC has historically also served as administrator of the Separate Account. On
April 29, 1998, the Board of Managers approved a Separate Account Administrative
Services Agreement, dated May 15, 1998, between PNAC and VALIC, whereby VALIC
became the Administrator of the Separate Account. The change in administrator
did not result in any changes in administration and sales fees. On a periodic
basis, the Administrator reports to the Board of Managers on the Separate
Account and on the services provided pursuant to the Agreement.
3
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Information about Allstate:
Allstate, itself and/or through its subsidiaries, markets a broad line of life
insurance, annuity and group pension products through diverse distribution
channels. As of December 31, 1999, Allstate and its subsidiaries had assets of
over $49 billion. Allstate is a wholly-owned subsidiary of Allstate Insurance
Company which, in turn, is a wholly-owned subsidiary of The Allstate
Corporation. Allstate is an Illinois stock insurance company.
INVESTMENT SUB-ADVISER AND INVESTMENT SUB-ADVISORY AGREEMENT
Information about PRIMCO:
PRIMCO is a Tennessee limited liability company organized in October, 1997. It
is owned by UnumProvident and one of its subsidiaries, Provident Investment
Management, LLC (DE). PRIMCO is registered with the SEC as an investment
adviser. Its principal offices are located at 1 Fountain Square, Chattanooga,
Tennessee 37402. Its predecessor was The Paul Revere Investment Management
Company, with whom it was merged in 1997. The managers of PRIMCO are also
officers of PNAC. The members of the Board of Governors of PRIMCO are officers
of PNAC. The personnel employed by PRIMCO consist primarily of individuals who
were previously employed in the investment operations of UnumProvident or its
insurance subsidiaries, and who were contributed to PRIMCO under a Contribution
Agreement between Provident Life and Accident Insurance Company and Paul Revere
Life, respectively, and PRIMCO in consideration for their respective interests
in PRIMCO.
As of September 30, 2000, PRIMCO had over $25,661,865,320 billion in assets
under management.
Information about the Sub-Advisory Agreement:
Under the Investment Advisory Agreement, PNAC is specifically authorized to
employ one or more sub-advisers in connection with the services to be performed
and obligations to be assumed by PNAC. Pursuant to that authority, PNAC entered
into the Sub-Advisory Agreement effective June 25, 1998.
Under the Sub-Advisory Agreement, PRIMCO, subject to the supervision of PNAC and
the Board of Managers of the Separate Account, is responsible for providing
investment advisory services to PNAC for the portfolio of the Separate Account
in accordance with investment objectives and guidelines provided by PNAC. In
providing these services, PRIMCO is authorized to buy, sell, exchange, convert
and otherwise trade in securities in the portfolio, and place orders for the
execution of such transactions with or through such brokers, dealers, or issuers
as it selects. PRIMCO provides PNAC with a value of the portfolio on a daily
basis. PRIMCO provides such reports to PNAC and the Board of Managers as are
reasonably required, and attends meetings of the Board of Managers on a
quarterly basis.
The Sub-Advisory Agreement provides that it shall continue in effect for an
initial term ending June 30, 1999, and thereafter from year to year so long as
its continuance is approved at least annually by (a) a vote of a majority of the
Board of Managers of the Separate Account or by the vote of a majority of the
outstanding units of the Separate Account and (b) by the vote of a majority of
the members of the Board of Managers of the Separate Account who are not parties
to the Investment Advisory Agreement or the Sub-Advisory Agreement or interested
persons (as defined in the 1940 Act) of any such party, by vote cast in person
at a meeting called for the purpose of voting on such approval. The Sub-
Advisory Agreement was most recently approved by the Board of Managers including
a majority of the members of the Board of Managers who are not parties to the
Investment Advisory Agreement or the Sub-Advisory Agreement or interested
persons on January 27, 2000.
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Any Amendment to the Sub-Advisory Agreement must be approved by (i) the Board of
Managers of the Separate Account of by the vote of a majority of the outstanding
Units of the Separate Account, and (ii) the majority of those members of the
Board of Managers of the Separate Account who are not parties to the Advisory
Agreement or the Sub-Advisory Agreement, as the case may be, or interested
persons of such a party, cast in person at a meeting called for the purpose of
voting on such an approval. The Sub-Advisory Agreement may be terminated
without penalty by the Board of Managers of the Separate Account or by vote of a
majority of the outstanding units of the Separate Account, upon 30 days' written
notice to PNAC, and it terminates automatically in the event of its assignment
(as defined in the 1940 Act). The Sub-Advisory Agreement also provides that
PRIMCO shall not be subject to any liability in connection with the performance
of its services under the agreement in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its respective obligations or
duties.
INVESTMENT ADVISER AND INVESTMENT ADVISORY AGREEMENT
Information about the Investment Advisory Agreement:
On April 12, 1977, the Contract Owners approved, and on April 11, 1978, amended,
an Investment Advisory Agreement, dated March 21, 1977, in compliance with the
requirements of the 1940 Act. The most recent approval of the Investment
Advisory Agreement with PNAC by the Board of Managers, including a majority of
members who are not parties to the agreement nor interested persons of such
parties, occurred on January 27, 2000.
Pursuant to the Investment Advisory Agreement between PNAC and the Separate
Account, PNAC continuously provides the Board of Managers of the Separate
Account with an investment program and recommendations on the purchase and sale
of investments for its consideration. PNAC has the responsibility for placing
orders for purchases and sales. For providing investment advice, PNAC, under
the Investment Advisory Agreement, receives a monthly fee in an amount equal to
.0020% of the value of the Separate Account each business day (approximately
0.50% on an annual basis). The aggregate amounts paid to PNAC during fiscal
years 1997, 1998, and 1999 were $72,873, $75,117, and $90,919, respectively, for
investment advisory services to the Separate Account.
The Investment Advisory Agreement:
1. May not be terminated by PNAC without the prior approval of a new investment
advisory agreement by a majority of the outstanding voting securities of the
Separate Account, but may be terminated without the payment of any penalty,
on 60 days written notice by the Board of Managers or by a majority of the
outstanding voting securities of the Separate Account;
2. Shall continue in effect for a period more than two years from the date of
its execution, only so long as such continuation is specifically approved at
least annually by (a) a majority of the Board of Managers of the Separate
Account, or (b) a majority of the outstanding voting securities of the
Separate Account; and in either event by a majority of the members of the
Board of Managers who are not parties to the Agreement or interested persons
of such party, casting their votes in person at a meeting called for the
purpose of voting on such approval;
3. Cannot be amended without prior approval by the vote of a majority of the
outstanding voting securities of the Separate Account and by a vote of a
majority of the members of the Board of Managers, including a vote by a
majority of the members of the Board of Managers who are not parties to the
agreement or interested persons of such party, cast in person at a meeting
called for the purpose of voting on such approval; and
4. Will terminate automatically if assigned.
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PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
PROVIDENT NATIONAL ASSURANCE COMPANY
The names and principal occupations of the principal executive officers and
directors of PNAC are set forth below. The business address of the officers of
PNAC is Provident National Assurance Company, 1 Fountain Square, Chattanooga,
Tennessee 37402, unless otherwise specified.
Position with Investment Adviser and
Name UnumProvident, and Principal Occupation
---- ---------------------------------------
J. Harold Chandler President and Director, PNAC; Chairman,
President and Chief Executive Officer, and
Director, UnumProvident; Director, AmSouth
Bancorporation; Director, Herman Miller, Inc.
Thomas R. Watjen Executive Vice President - Finance and Risk
Management and Director, PNAC; Executive Vice
President - Finance and Risk Management,
UnumProvident.
Elaine D. Rosen Executive Vice President - Customer
Development and Director, PNAC; Executive
Vice President - Customer Development,
UnumProvident.
F. Dean Copeland Executive Vice President - Legal and
Administrative Affairs, and Director, PNAC;
Executive Vice President - Legal and
Administrative Affairs, UnumProvident.
John J. Iwanicki Vice President and Treasurer, PNAC; Vice
President and Treasurer, UnumProvident.
Robert C. Greving Senior Vice President and Chief Actuary,
PNAC; Senior Vice President and Chief
Actuary, UnumProvident.
Vicki W. Corbett Vice President and Controller, PNAC; Vice
President and Controller, UnumProvident.
Susan N. Roth Vice President and Corporate Secretary, PNAC;
Vice President, Corporate Secretary and
Assistant General Counsel, UnumProvident.
James L. Moody, Jr. Director, PNAC; Director, UnumProvident;
Director, Empire Co. Ltd.; Director, Staples,
Inc.; Director, IDEXX Laboratories, Inc. and
several funds of Liberty Colonial group of
mutual funds.
Burton E. Sorensen Director, PNAC; Director, UnumProvident;
Director, The ServiceMaster Company.
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There were no directors or principal executive officers of PNAC who owned of
record or beneficially more than 5% of the outstanding units in the Separate
Account on November 1, 2000.
BROKERAGE
PNAC has responsibility for placing orders for the purchase and sale of
portfolio securities of the Separate Account under its Investment Advisory
Agreement. With respect to such purchases and sales, the primary objective is
to obtain the most favorable prices and execution of orders on behalf of the
Separate Account. With respect to transactions executed in the over-the-counter
market, PNAC will deal only with principal market makers unless more favorable
prices are otherwise available.
PNAC does not expect to use any one particular broker or dealer, but subject to
obtaining the best prices and executions, brokers who provide statistical
information and supplemental research to PNAC for pricing and appraisal services
utilized by PNAC may receive orders for transactions. It is not possible to
determine the exact value of such statistical information and supplemental
research provided to PNAC. The total brokerage commissions paid by the Separate
Account during the periods ending December 31, 1997, 1998 and 1999, were $9,871,
$4,288, and $7,411, respectively. The portfolio turnover rates for 1997, 1998,
and 1999, were 25%, 11%, and 14%, respectively.
DISTRIBUTION OF CONTRACTS
On February 1, 1984 PNAC ceased making a public offering of variable annuity
contracts issued pursuant to the Separate Account. Prior to that time the
contracts were distributed through broker-dealers who were registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 and
were members of the National Association of Securities Dealers, Inc. During
1999, commissions of approximately $-0- were paid to broker-dealers with respect
to the Separate Account variable annuity contracts.
OTHER MATTERS
The Board of Managers of the Separate Account knows of no other matters which
may come before the meeting. However, if any matters other than those referred
to above should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote such proxy in accordance with their
best judgment. Votes cast by proxy or in person at the Meeting will be counted
by persons appointed by the Separate Account as tellers of the Meeting. With
respect to Proposal 1 and Proposal 2, abstentions from voting will have the
effect of a negative vote on such proposal.
In the event that sufficient votes in favor of Proposal 1 or Proposal 2 are not
received by December, 2000, the persons named as proxies may vote on those
matters as to which sufficient votes have been received and may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of the voting
interests present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of Proposal 1 and
Proposal 2. They will vote against any such adjournment those proxies required
to be voted against Proposal 1 and Proposal 2 and will not vote any proxies that
direct them to abstain from voting either such Proposal.
BY ORDER OF THE BOARD OF MANAGERS
/s/ David G. Fussel
David G. Fussell, Chairman
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+--------------+
From: | FIRST CLASS |
PROXY TABULATOR | U.S. POSTAGE |
P.O. BOX 9132 | PAID |
HINGHAM, MA 02043-9132 | PROXY |
| TABULATOR |
+--------------+
Please fold and detach card at perforation before mailing
PROXY
PROVIDENT NATIONAL ASSURANCE COMPANY SEPARATE ACCOUNT B
PROXY SOLICITED ON BEHALF OF
BOARD OF MANAGERS
The undersigned hereby appoints David G. Fussell and Susan N. Roth or either of
them, with full power of substitution and revocation, to represent and to cast
the votes of the undersigned as shown on the reverse side at the Special Meeting
of Contractowners of Provident National Assurance Company Separate Account B to
be held at 9:00 a.m. on December 22, 2000, and at any adjournment thereof, with
respect to the proposals below and as set forth in the Notice.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Contractowners and the Proxy Statement issued by the Board of Managers
and revokes any Proxy heretofore given with respect to the votes covered by this
Proxy.
Dated __________________ 2000
+------------------------------------------------+
| |
| |
+------------------------------------------------+
Contractowner Signature(s) Title (if Applicable)
<PAGE>
Please fold and detach card at perforation before mailing
This proxy when properly executed will be voted as directed. IN THE ABSENCE OF
ACCOMPANYING DIRECTION BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED FOR
PROPOSALS ONE AND TWO.
Please vote by filling in the appropriate box(es) below.
1. To approve or disapprove a new investment advisory agreement between the
Separate Account and Provident National Assurance Company ("PNAC"), a wholly-
owned subsidiary of UnumProvident Corporation ("UnumProvident") to be
effective upon the acquisition of PNAC by Allstate Life Insurance Company
("Allstate") from UnumProvident, such agreement to be in substance identical
to the investment advisory agreement currently in effect for the Separate
Account.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
2. To approve or disapprove a new investment sub-advisory agreement between PNAC
and Provident Investment Management, LLC ("PRIMCO"), to be effective upon the
acquisition of PNAC by Allstate, such agreement to be in substance identical
to the investment sub-advisory agreement currently in effect for the Separate
Account.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. To consider and act upon any other matter incidental to the foregoing
purposes and any other matters that may properly come before the meeting or
any adjournment thereof.
