<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT*
Under
The Securities Act of 1933
____________
PROVIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0108922
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 West Market Street 40202
Louisville, Kentucky (Zip Code)
(Address of Principal
(Executive Offices)
PROVIDIAN CORPORATION
THRIFT SAVINGS PLAN
(Full Title of the Plan)
R. Michael Slaven
Assistant General Counsel and Corporate Secretary
PROVIDIAN CORPORATION
400 West Market Street
Post Office Box 32830
Louisville, Kentucky 40232
(Name and address of agent for service)
(502) 560-2132
(Telephone number, including area code, of agent for service)
*Registration No. 33-47336, File No. 1-6701, the contents of which are
incorporated herein by reference.
<PAGE>
PROSPECTUS
2,600,000 SHARES
COMMON STOCK
(PAR VALUE $1)
THRIFT SAVINGS PLAN
Participation in the Providian Corporation Thrift Savings Plan, as amended
and restated effective January 1, 1990 (the "Plan"), is offered, as set forth
herein, to eligible employees of Providian Corporation ("Providian"), Post
Office Box 32830, Louisville, Kentucky 40232, Telephone No. (502) 560-2000, and
of its subsidiary corporations which may participate in accordance with the
Plan ("Participating Companies").
This Prospectus covers interests in the Plan and 2,600,000 shares of
Providian Common Stock, par value $1.00 per share.
----------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMIS-
SION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
Shares distributed from the Plan may be sold from time to time on the New
York Stock Exchange or other securities exchanges at then current prices.
Certain participants making such resales may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933. This Prospectus is not
available for, nor does it cover, reoffers or resales of securities acquired by
"affiliates" of the Company, as defined in Rule 405 promulgated under the
Securities Act of 1933.
----------------
The date of this Prospectus is July 18, 1994
1
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AVAILABLE INFORMATION
Providian is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"SEC"). Information, as of particular dates, concerning directors and officers,
their remuneration, options granted them, the principal holders of securities
of Providian and any material interest of such persons in transactions with
Providian is disclosed in proxy statements distributed to its stockholders and
filed with the SEC. Such reports, proxy statements and other information filed
by Providian can be inspected and copied at the offices of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and copies of such material can be obtained from the
Public Reference Section of the SEC at Washington, D.C. 20549, at prescribed
rates. In addition, Providian's Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange, and reports, proxy material and other
information concerning Providian may be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, or the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104. Additional
updating information with respect to the securities and the Plan covered herein
may be provided in the future to Plan participants by means of appendices to
this Prospectus, or the ERISA Summary Plan Description and amendments thereto.
Providian undertakes to provide to all employees participating in the Plan
who do not otherwise receive such material as stockholders of Providian, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally. Participants in the Plan may also request a copy of any
document incorporated herein by reference upon written or oral request to
Providian Corporation, Human Resources Department, P.O. Box 32830, Louisville,
Kentucky 40232, telephone number (502) 560-2000 and it will be promptly
supplied without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Providian or the Plan with the SEC are
incorporated by reference herein and made a part hereof:
1. The contents of Post Effective Amendment No. 1 to Registration
Statement No. 33-47336 on Form S-8, filed on June 25, 1993.
2. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993, filed on April 29, 1994.
3. Providian's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, filed on March 25, 1994.
4. Providian's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994, filed on May 13, 1994.
5. Providian's Current Report on Form 8-K dated May 12, 1994, filed on
May 25, 1994.
6. The proxy statement of Providian for the Annual Meeting of
Stockholders held on May 11, 1994, filed on March 22, 1994.
7. The description of stock to be registered in Providian's Registration
Statement on Form 10 dated April 29, 1970.
All documents subsequently filed by Providian or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such documents.
2
<PAGE>
PROVIDIAN CORPORATION THRIFT SAVINGS PLAN*
GENERAL
The Plan was initially adopted by the Board of Directors of Providian by
action taken October 27, 1969. As of January 1, 1990, the Plan was amended and
restated, incorporating numerous amendments since the Plan's adoption, and
providing for pre-tax employee contributions pursuant to Section 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code"). The purpose of the Plan
is to encourage and assist employees of Providian and its subsidiaries, which
participate in the Plan as Participating Companies** (Providian and the
Participating Companies are sometimes hereinafter referred to singly as the
"Employer" or jointly as the "Employers"), in adopting a regular savings
program, to help provide additional security for such employees' retirement and
to encourage employees to participate in the equity ownership of Providian. To
that end, the Plan is designed to provide a systematic means through which
savings of a participating employee may be combined with Employer contributions
and accumulated for the benefit of the participating employee in investments in
certain funds provided by the Plan.
PARTICIPATION
Each person who is classified by Providian as an employee of Providian or of
a Participating Company (excluding any employee who is a member of a collective
bargaining unit unless and until the collective bargaining agent for such
collective bargaining unit and the Employer have agreed to coverage of members
of the unit under the Plan) is eligible to become a participant ("Participant")
as soon as administratively feasible following completion of 12 months of
employment with Providian or the Participating Company. A terminated
Participant who later resumes employment with Providian or a Participating
Company shall be eligible to become a Participant on the date of re-employment.
Additionally, if an employee receives a distribution from a former employer, he
or she may elect, within 60 days of receiving the distribution, to roll all or
a part of the taxable portion of the distribution to the Plan by opening a
"Rollover Contribution Account" (as hereinafter defined) without meeting the
eligibility requirements of the Plan, and without becoming a Participant.
PARTICIPATING COMPANIES
Any subsidiary or affiliate of Providian may, subject to prior approval by
the Pension and Thrift Review Committee (the "Committee") participate in the
Plan as a Participating Company.
CONTRIBUTIONS
A Participant may contribute through payroll deductions on either a pre-tax
or an after-tax basis, or a combination of both, to the Plan at the rate of not
less than one percent nor more than 15 percent of periodic compensation
received by the Participant from Providian or the Participating Companies. For
the purpose of computing such periodic compensation, contributions made by
Providian or the Participating Companies under the Plan, reimbursed expenses,
cash payments from any insurance or other employee benefit programs, payments
for any executive incentive or variable pay programs, and any incentive awards
shall be excluded.
- --------
*This is a summary and not a complete statement of the Plan and trust
agreement, each as amended, mentioned herein. Reference is made to said Plan
and trust agreement (filed as Exhibits to the Registration Statement of
which this Prospectus is a part) and this summary is subject thereto and is
qualified by such reference.
**As of July 1, 1994, the Participating Companies were the following: Capital
Holding Agency Group, Inc.; National Home Life Assurance Company; National
Home Life Assurance Company of New York; Capital Holding Accumulation and
Investment Group, Inc.; Providian Capital Management, Inc.; College Resource
Group, Inc.; and Worldwide Underwriters Insurance Company.
3
<PAGE>
Additionally, the Employer has the unilateral right to reduce a Participant's
contribution rate and/or to refund amounts contributed during a Plan Year (as
defined in the Plan) to any Participant in order to meet the non-discrimination
requirements of Section 401(m) of the Code and further provided that
compensation shall be limited to $150,000, or such greater amount as determined
pursuant to Section 401(a)(17) of the Code. A Participant may change the amount
of his or her contribution within such limits, or may elect to cease making
contributions. All contributions made by each Participant are to be made by
payroll deductions from his or her compensation. Compensation also includes any
salary reduction amount resulting from the Participant's participation in this
Plan and in the Employer's Section 125 Plan (allowing flexible benefit premiums
to be paid on a pre-tax basis).
The Employer will contribute out of current or accumulated net profits an
additional amount equal to 55 percent of the amount contributed by each
Participant to the Providian Stock Fund (as hereinafter described) and 50
percent of the amount contributed by each Participant to any other investment
fund, excluding however, contributions in excess of six percent of compensation
by any Participant. In addition, the Employers may make voluntary additional
contributions to the Plan out of their net profits. This additional profit-
sharing contribution shall be allocated on the March 31 Valuation Date (as
defined in the Plan) following the year for which the contribution is made
among the thrift accounts of Participants who were employed on the last day of
the calendar year preceding that March 31 in the proportion that their
contributions to the Plan for that year (not in excess of six percent of
compensation and not withdrawn by the end of that year) bear to the total of
all such contributions made and not withdrawn by eligible Participants for that
year. Additionally, the Employer may, as determined by the Board of Directors,
increase the Employer contribution to the investment funds as hereinabove
provided. All Participants not eligible to participate in the Employer's
executive incentive program as of the first day of the applicable period shall
be eligible for this increased employer contribution.
Participant contributions and contributions by Employers will be paid to
Merrill Lynch Trust Company, 500 Atrium Drive, Somerset, New Jersey 08873 as
trustee under the Plan (the "Trustee"). No part thereof shall be used for or
diverted to any other purpose.
ACCOUNTS
The following accounts, collectively called Individual Accounts, shall be
maintained for Participants, if applicable: an Employer Contribution Account, a
Participant After-tax Contribution Account, a Participant Pre-tax Contribution
Account, a Rollover Contribution Account, a Vested Account, a Transfer Company
Account, a Transfer After-tax Account, a Profit Sharing Account and a Savings
Contribution Account.
Participants' contributions attributable to Participant after-tax
contributions, Participant pre-tax contributions and contributions rolled over
from a qualified plan of a former employer will be credited to the appropriate
accounts as named above. Contributions made by the Employer on behalf of a
Participant under the Plan shall be credited to the Participant's Employer
Contribution Account, if applicable, and, with respect to employees of National
Home Life Assurance Company and National Home Life Assurance Company of New
York, the Profit Sharing Account. For each Participant who was a Participant in
the Plan as of January 1, 1979, there shall be maintained a Vested Account to
which has been credited cash and the value as of December 31, 1978, of the
number of shares of earmarked Providian Common Stock that became vested in the
Participant as of December 31, 1978, as a result of splitting what previously
had been a single account into portions representing employee and Employer
contributions.
To each of the Participant's Individual Accounts, there shall be credited the
Participant's proportionate share (attributable to the appropriate account) of
the net gain and income (if any) of the trust determined in accordance with the
Plan. From each Participant's Individual Accounts, there shall be deducted (a)
the Participant's proportionate share (attributable to the appropriate account)
of the net losses of the trust (if any) determined in accordance with the Plan,
(b) any distribution or withdrawal (attributable to the appropriate account)
made pursuant to the Plan and (c) any administrative expenses applicable for
the period.
4
<PAGE>
INVESTMENT PROVISIONS
Each Participant (which, for purposes of these investment provisions includes
any employee with a Rollover Contribution Account) may, by instructions in a
manner prescribed by the Committee, direct the Trustee that any percent of his
or her current contributions and existing account balance to his or her Pre-tax
Contribution Account, After-tax Contribution Account or Rollover Contribution
Account shall be invested by the purchase of interests in one or more of the
funds described below. Employer Contribution Accounts shall be invested in the
Providian Stock Fund. However, a Participant, during or following the calendar
year in which he or she attains age 55, may make a one-time irrevocable
election to transfer the balance of his or her Employer Contribution Account
into the Providian Stable Value Fund. Future contributions to the Participant's
Employer Contribution Account also shall be invested in the Providian Stable
Value Fund.
Effective as of September 16, 1994, contributions may be invested at the
Participant's discretion, except for Employer contributions, in the following
investment funds:
Providian Stock Fund: The purchase of interests in a fund invested primarily
in the common stock of Providian, par value $1.00 (the "Common Stock"), held by
the Trustee. The fund also periodically holds cash in an interest-bearing
account.
Providian Equity Index Fund: The purchase of interests in a fund consisting
of investments in futures, options, short-term investments, and other
securities with the objective of closely matching the performance of the
Standard & Poor's 500 Common Stock Index. However, there is no guarantee that
fund performance will match the performance of the Standard & Poor's 500 Common
Stock Index.
Providian Stable Value Fund: The purchase of interests in a fund invested
primarily in actively managed, intermediate term bonds with average credit
quality of AA with the objective of closely matching performance of the Lehman
Bros. Aggregate Bond Index. This bond portfolio includes a guaranteed
investment contract issued by Commonwealth Life Insurance Company, a subsidiary
of Providian, to dampen volatility, provide book value payments and a stable
crediting rate. The combination of these emphasizes the preservation of
principal. However, this does not mean that the fund will never experience a
negative rate of return. The remainder will be invested in intermediate term
floating rate guaranteed investment contracts issued by Commonwealth Life
Insurance Company and a short term money market fund. In any event, the
objective of the fund is to provide stable value and steady income.
Merrill Lynch Corporate Bond Fund--Investment Grade Portfolio: The purchase
of interests in a fund invested primarily in long term corporate bonds rated A
or better by a nationally recognized rating agency. The objective of the fund
is to seek a high level of current income while minimizing financial risk.
Merrill Lynch Basic Value Fund: The purchase of interests in a fund invested
primarily in stocks that are selling at a discount from per-share book value or
from historic price-to-earnings ratios, have dividend yields greater than the
stock market average or seem capable of recovering from situations that caused
the companies to become temporarily out of favor. The objective of the fund is
to seek capital appreciation and income.
Templeton Foreign Fund: The purchase of interests in a fund invested
primarily in stocks and debt instruments of companies and governments outside
the United States. Although primarily invested in common stock, the fund may
purchase preferred stocks and certain debt securities such as convertible bonds
and bonds selling at a discount. The objective of the fund is to seek long-term
capital growth.
Fidelity Advisor Growth Opportunities Fund: The purchase of interests in a
fund invested primarily in common stocks and securities convertible into common
stocks of companies which the fund's management considers to have long-term
growth potential. The objective of the fund is to provide capital growth.
Delaware Trend Fund: The purchase of interests in a fund invested primarily
in the common stocks and securities convertible into common stocks of emerging
and other growth-oriented companies that, in the judgment of the fund's
management, are responsive to changes within the marketplace and have
fundamental characteristics to support growth. The objective of the fund is to
provide long-term capital growth.
5
<PAGE>
Merrill Lynch Profile 1/Asset Allocation Income Fund: The purchase of
interests in a fund invested primarily in United States and foreign debt,
equity and money market securities. Under normal conditions, at least 65% and
sometimes as much as all of the fund's assets will be invested in debt
securities. The objective of the fund is to provide a high level of current
income while minimizing financial risk.
Merrill Lynch Profile 2/Global Allocation Fund: The purchase of interests in
a fund invested primarily in globally oriented equity, debt and money market
securities. The objective of the fund is to provide high total investment
return (growth and income).
Merrill Lynch Profile 3/Asset Allocation Growth Fund: The purchase of
interests in a fund invested primarily in U. S. and foreign equity, debt and
money market securities. Under normal conditions, at least 65% and as much as
all of the fund's total assets will be invested in U.S. and foreign equity
securities. The objective of the fund is to provide high total investment
(growth) consistent with prudent risk.
Funds contributed by Participants, Providian and the Participating Companies
are accounted for separately and may be used to purchase units in common trust
funds maintained by the Trustee for use by accounts of this nature. Accumulated
income (comprised of dividends, interest and net gains or losses on the sale of
assets not withdrawn) in all funds shall be applied toward the purchase of
additional shares or units (as the case may be) of the applicable fund. Shares
of Common Stock held in the Providian Stock Fund shall be earmarked as being
held for the benefit of a particular Participant. Shares of common stock and
securities held in other funds shall not be so earmarked. Dividends and stock
splits attributable to earmarked shares not withdrawn shall be allocated to
each Participant's Individual Account in the ratio that the number of shares of
Common Stock held in such Individual Accounts as of the last Valuation Date
bears to the total number of shares of Common Stock held in all such Individual
Accounts as of that date.
Any direction by a Participant that funds in his or her Individual Accounts
shall be invested in any of the investment funds shall be deemed to be a
continuing direction until changed by the Participant. A Participant may, by
notice filed in a manner prescribed by the Committee, change the instructions
and direct the investment of his or her contributions made thereafter in any or
all of the investment funds to the extent of specified percentages. A
Participant also may discontinue contributions and remain a Participant in the
Plan. A Participant may direct the Trustee to transfer up to the entire balance
of his or her Pre-tax Contribution Account, After-tax Contribution Account
and/or Rollover Account among the investment funds in increments of 1 percent.
Additionally, if a Participant, during or following the calendar year in
which he or she reaches 55, makes a one-time irrevocable transfer of the
balance of his or her Employer Contribution Account and/or Vested Account to
the Providian Stable Value Fund, such notice of transfer must be delivered to
the administrator in charge of administering the Plan (the "Plan
Administrator") 30 days in advance of the first day of the calendar quarter on
which such transfer is to take effect.
The Trustee shall purchase all investments for the investment funds on the
open market, except that the Trustee may purchase shares of Providian Common
Stock for the Providian Stock Fund directly from Providian. Investments in
Providian Equity Index Fund and Providian Stable Value Fund will be selected by
Providian Capital Management, Inc., a subsidiary of Providian, the investment
manager selected by Providian. The Trustee may vote securities held in the Plan
and exercise any conversion privileges, subscription rights or any other rights
or options given to the owners of any such security and make any payments
incidental thereto. The Trustee also shall have the right to consent to or take
any action in connection with, and receive and retain any securities resulting
from, any reorganization, consolidation, merger or other disposition of the
assets of any corporation or other organization, the securities of which may be
held by the Trustee.
EXPERIENCE OF THE FUNDS
The following table summarizes the percentage increase (decrease) in the
individual funds resulting from dividend and interest income, gain or loss on
the sale of invested assets, and the unrealized appreciation or
6
<PAGE>
depreciation of the invested assets held at the end of the respective period
based on quoted market values. The individual fund percentage increases
(decreases) are shown for each of the applicable periods ended December 31,
1989 through 1993. Certain of the investment funds are new and there is no
investment experience to report with respect to such funds.
The percentages were derived by dividing the above described increases
(decreases) in the individual funds for the period by the mean of the
individual fund balances adjusted for the above described increases (decreases)
in the individual funds for the period. As a result, due to varying periods and
rates of contributions of Participants, these percentages are not necessarily
indicative of the rate of increase (decrease) in any Participant's account.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
FUND 1993 1992 1991 1990 1989
---- ------ ------ ------ -------- ------
<S> <C> <C> <C> <C> <C>
Providian Stock Fund...................... 4.17% 14.60% 66.43% (21.43)% 60.84%
Providian Equity Index Fund............... 8.13% 8.26% 24.72% (11.68)% 28.29%
Merrill Lynch Corporate Bond Fund--
Investment Grade Portfolio............... 12.49% 7.53% 17.08% 6.90 % 13.61%
Merrill Lynch Basic Value Fund............ 22.16% 10.36% 27.23% (13.07)% 17.54%
Templeton Foreign Fund.................... 36.80% 0.16% 18.25% (3.01)% 30.54%
Fidelity Advisor Growth Opportunities
Fund..................................... 22.20% 15.00% 42.70% (1.60)% 24.10%
Delaware Trend Fund....................... 22.40% 22.40% 74.50% (24.60)% 26.80%
Merrill Lynch Profile 2/Global Allocation
Fund..................................... 21.01% 12.19% 28.75% 1.88 % 12.44%
</TABLE>
CHANGE OR DISCONTINUATION OF CONTRIBUTIONS
Upon request, a Participant's contributions may be changed by making an
election in a manner prescribed by the Committee. A change in the level of
contributions shall be effective for all paychecks issued on or after the first
payroll that is administratively feasible after such election. A Participant's
contributions may be discontinued at any time in a manner prescribed by the
Committee. A discontinuance of contributions shall be effective with the first
regular payroll period that is administratively feasible following
notification. The contributions of Providian or the Participating Company will
be increased, reduced or discontinued for the same period that the
Participant's contributions are increased, reduced or discontinued.
Participants are not permitted to make up omitted or reduced contributions.
VOTING RIGHTS
On all questions submitted to the vote of the stockholders of Providian, the
Trustee, as record holder of the shares of Providian Common Stock owned by the
Plan, will solicit voting instructions from the Participants and will vote the
shares of stock allocated to the account of each Participant in accordance with
the instructions of that Participant. Shares of stock for which no instructions
are received will be voted in the same proportion as the instructed shares are
voted.
PAYMENT OF BENEFITS
Termination of Employment at Retirement, Disability or Death
A Participant (or his or her designated beneficiary or legal representative)
shall be entitled to a distribution of the full value of his or her Individual
Account in the event of (i) his or her death, (ii) Total and Permanent
Disability or (iii) termination of employment at or after his or her Normal
Retirement Date (all as defined in the Plan).
7
<PAGE>
Termination of Employment Prior to Retirement, Disability or Death
Whenever the employment of a Participant shall be terminated for any reason
other than retirement at age 65 or later, Total and Permanent Disability or
death, the Participant shall be entitled to receive from his or her Vested
Account, Pre-tax Contribution Account, Rollover Account and After-tax
Contribution Account, the full value of each account. The Participant shall be
entitled to receive from his or her Employer Contribution Account his or her
"vested" value. "Vested" value shall be determined in accordance with the
following table:
<TABLE>
<CAPTION>
VESTED
PERCENTAGE
OF EMPLOYER
CONTRIBUTION
YEARS OF SERVICE ACCOUNT
---------------- ------------
<S> <C>
Less than 2................................................ 0%
2 but less than 3.......................................... 15%
3 but less than 4.......................................... 35%
4 but less than 5.......................................... 65%
5 years or more............................................ 100%
</TABLE>
Participants hired by National Home Life Assurance Company or National Home
Life Assurance Company of New York prior to September 16, 1994 shall have a
vested interest in his or her Profit Sharing Account and Employer Contribution
Account as follows:
<TABLE>
<CAPTION>
PERCENTAGE
YEARS OF SERVICE VESTED
---------------- ----------
<S> <C>
Less than 2.................................................. 0%
2 but less than 3............................................ 20%
3 but less than 4............................................ 40%
4 but less than 5............................................ 65%
5 years or more.............................................. 100%
</TABLE>
Participants hired by National Home Life Assurance Company or National Home
Life Assurance Company of New York after September 16, 1994 shall have a vested
interest in his or her Profit Sharing Account based on the above schedule.
The "vested" percentage of any Participant with three years or more of
service as of January 1, 1990, shall be the greater of the vested percentage as
indicated above, or the vested percentage provided pursuant to the terms of the
Participant's retirement plan in effect immediately prior to January 1, 1990.
If a Participant terminates his or her employment with the Employer before
age 65 (for any reason other than Total and Permanent Disability or death) and
the Participant's total vested interest in his or her Pre-tax Contribution
Account, After-tax Contribution Account and Employer Contribution Account is
less than the amount of the Participant's personal contributions, the Plan will
increase the portion of the distribution from these three sources to equal the
Participant's contributions, without interest.
Any former participant of the Commonwealth Employee Thrift Plan as of January
1, 1979 may elect to receive the full value of any Providian Common Stock added
to his or her Vested Account when the employer's contributions were separated
from the participant's savings under that plan.
The unvested balance of a terminating Participant's Employer Contribution
Account will be subject to reinstatement until a five-year break in service, as
defined in the Plan, occurs. If a five-year break in service occurs, the amount
shall be forfeited, and such forfeited amounts shall be first used to offset
Plan expenses, then to reduce future Employer contributions. For Participants
with a Profit Sharing Account who separate from service, the non-vested amount
shall be forfeited, if a break in service occurs, and such forfeited amount
shall be reallocated to Participants in accordance with the method of
allocating Profit Sharing contributions. If a former Participant returns to
work for an Employer before a five-year break in service occurs, the
Participant's Employer Contribution Account shall be restored, and the
Participant's previous years of service shall be restored for purposes of
computing vesting in his or her Employer Contribution Account. If a former
8
<PAGE>
Participant returns to work for an Employer after a five-year break in service
occurs, the Participant's prior years of service will be restored for vesting
purposes. Approved leaves relating to maternity/paternity are not considered in
calculating a break in service.
METHODS OF DISTRIBUTION AFTER TERMINATION OF EMPLOYMENT
A Participant (which, for purposes of methods of distribution after
termination of employment includes employees with Rollover Accounts) or
beneficiary may elect a method of distribution as provided in the following
clauses. The election by the Participant or the beneficiary shall be in a
manner prescribed by the Committee and shall be distributed as soon as
administratively feasible. The alternative methods are as follows:
(a) A lump sum distribution in cash or in kind (to the extent of whole
shares invested in the Providian Stock Fund);
(b) Periodic installments (either quarterly or annually) for a period not
to exceed ten years as selected by the Participant or beneficiary;
(c) Entirely in the form of a paid-up annuity contract for the life of
the Participant.
Participants who elect to receive periodic installments will continue to
participate in the investment experience of the Plan with respect to their
unpaid installments. Participants who elect to receive a paid-up annuity
contract and are married must elect the joint and spousal annuity contract
unless the spouse signs a form requesting another option.
A lump sum distribution may not be made without the consent of the
Participant or beneficiary unless the distribution is $3,500 or less. The value
of a Participant's Individual Accounts invested in the Providian Stock Fund
will be distributed in cash (computed on the basis of the Trustee's purchasing
the Common Stock in such accounts at the per share price at the close of the
market on the Valuation Date prior to the date of distribution) unless the
Participant elects to receive his or her distribution in the whole shares of
Common Stock in his or her Individual Account.
Unless the Participant with benefits of $3,500 or greater otherwise elects,
any payment of benefits to the Participant shall begin as soon as reasonably
possible after the employee terminates employment with an Employer, but in no
event later than 60 days after the close of the year in which the latest of the
following occurs:
(a) the Participant's Normal Retirement Date;
(b) the tenth anniversary of the date the employee became a Participant;
or
(c) the termination of the employee's service with the Employer.
However, a Participant who has attained age 70 1/2 (other than a Participant
who attained age 70 1/2 before January 1, 1988) must commence receipt of his or
her benefits no later than April 1 of the year following the year in which the
Participant attained age 70 1/2. Any Participant who attained 70 1/2 before
January 1, 1988 will not be required to commence receiving benefits until the
April 1 following the calendar year in which the Participant retires.
Payments of lump sum distributions attributable to a former employee's
Individual Accounts may be made in cash, in kind, or in a combination of
both.
There are no restrictions upon resales of the Common Stock acquired upon
distribution in kind from the Plan, except that certain officers, directors and
affiliates are restricted to reselling such Common Stock pursuant to a Form S-3
Prospectus, in compliance with Rule 144 under the Securities Act of 1933, or
pursuant to an appropriate exemption under the Securities Act of 1933.
BENEFICIARIES--SPOUSAL CONSENT
Upon the death of a Participant, the value of his or her Individual Account
shall be paid to the beneficiary (including any contingent beneficiary if the
primary beneficiary is deceased) designated by him or her. If he or she is
married, his or her spouse must be the primary beneficiary unless the spouse
agrees to a
9
<PAGE>
different beneficiary by signing a consent form. If no beneficiary or
designated contingent beneficiary survives the Participant, payment shall be
made in a single sum to the Participant's executors and administrators. A
Participant may designate a new beneficiary at any time (subject to the
restriction noted above) by filing a written request for such change with the
Plan Administrator on a form provided by the Plan Administrator.
BORROWING
A Participant (which, for purposes of borrowing from the Plan includes any
employee with a Rollover Contribution Account) may, upon written application to
the Plan Administrator, borrow funds from the Plan, subject to certain limits,
to be repaid with interest as determined by the Plan Administrator.
The loan shall be repaid by equal interest and principal payments deducted
from the Participant's pay at the end of each regular pay period. The repayment
term will be a minimum of six months to a maximum of five years. The loan shall
bear interest at a reasonable rate fixed by the Plan Administrator in
accordance with applicable laws, and will be secured by the balance of the
Participant's funds on deposit in the Plan. No additional collateral will be
required. In the event any payment is overdue by 30 days or more, the loan will
be in default, and the entire loan balance, plus interest, will be immediately
due and will be recharacterized as a distribution to the Participant at the
earliest possible date. The Participant will be responsible for all taxes and
penalties resulting from such distribution.
WITHDRAWAL PRIOR TO TERMINATION OF EMPLOYMENT
A Participant (which, for purposes of these provisions regarding withdrawal
prior to termination of employment includes any employee with a Rollover
Contribution Account) may make one withdrawal during a 12-month period from his
or her Individual Account (excluding the Participant's Pre-tax Contribution
Account) by giving notice of the proposed withdrawal in a manner prescribed by
the Committee. In no event may a Participant withdraw more than the Participant
would have been entitled to receive if his or her Normal Retirement Date were
the date of notice of withdrawal and he or she retired on that date. Amounts
withdrawn may not be repaid. A Participant may not withdraw from his or her
Employer Contribution Account any amounts contributed by an Employer within the
two-year period immediately preceding the date of withdrawal unless the
Participant has at least five years of participation in the Plan. A Participant
who makes a withdrawal shall not be limited from making future contributions to
the Plan regardless of the type of withdrawal made. There may be tax
implications with respect to any withdrawal. For a discussion of the tax
consequences of withdrawal, see the section on "Federal Income Tax Aspects" on
page 11.
ADMINISTRATION
Providian and the Trustee have entered into a Thrift Savings Trust Agreement
(the "Trust Agreement") under which the latter acts as trustee under the Plan.
The Committee oversees the Plan and determines all questions arising
thereunder. The Committee may from time to time prescribe and amend regulations
in connection therewith. The Committee consists of Lawrence Pitterman; Lee
Adrean; Joseph M. Tumbler; and Robert L. Walker. The address of all members of
the Committee is Post Office Box 32830, Louisville, Kentucky 40232. Members of
the Committee receive no compensation from the assets of the Plan. Whenever
directions, requests or other notices are to be given by a Participant under
the Plan, they shall be in a manner prescribed by the Committee. The Trustee
and Providian may, by mutual agreement, arrange for the delegation by the
Trustee to Providian of any of the Trustee's functions other than (i) the
custody of assets and (ii) the voting with respect to securities held by the
Trustee.
As soon as practicable after the end of each calendar quarter, each
Participant will receive a statement setting forth the balance of his or her
accounts and an analysis of the experience of his or her accounts during the
preceding calendar quarter.
10
<PAGE>
All costs and expenses incurred in administering the Plan, including the fees
and expenses of the Trustee, the fees of the Trustee's counsel and other
administrative expenses are expected to be paid by the Participants. All
brokerage commissions, transfer taxes and other charges and expenses in
connection with the purchase and sale of securities will be charged to and be
paid from the Participant's Individual Accounts. The Trustee has discretionary
authority to select brokers through which securities for the investment funds
are to be purchased and to negotiate the commission to be paid such brokers.
The Trustee has advised Providian that it will select brokers to execute these
transactions on the basis of the broker's ability to secure the most favorable
net results for the Plan. The Trustee further has advised Providian that,
consistent with the objective of selecting brokers on the basis of securing the
most favorable net results for the Plan, it selects brokers taking into account
full brokerage services (including research); provided, that in recognition of
the value of such brokerage services provided by the brokers, commissions paid
such brokers may be in excess of those commissions which another broker might
have charged for effecting the same transaction; and that not all research
services provided by a broker are used in conjunction with the account which
actually paid the brokerage commission, but may be used in servicing all of the
Trustee's accounts. The Trustee and Providian have appointed Providian Capital
Management, Inc. as investment manager to manage the assets of Providian Equity
Index Fund and the Providian Stable Value Fund. Providian Capital Management,
Inc. intends to use the same standards as the Trustee in selecting brokers and
in evaluating the overall reasonableness of brokerage commissions paid.
Except to the extent permitted by law, a Participant's rights under the Plan
may not be anticipated, assigned, pledged, hypothecated or charged except for a
transfer to his or her designated beneficiary or legal representative upon his
or her death or mental incompetency or pursuant to a qualified domestic
relations order.
The Plan confers no right upon any employee to continued employment.
MODIFICATION AND TERMINATION
Providian and the Participating Companies expect to continue the Plan
indefinitely, but as future conditions affecting them cannot be foreseen, they
each reserve the right to withdraw, terminate, suspend, modify or amend the
Plan at any time or from time to time.
In the event that the Plan is terminated, each Participant will be paid the
full value of his or her Individual Accounts in the manner referred to herein
under PAYMENT OF BENEFITS or WITHDRAWAL PRIOR TO TERMINATION OF EMPLOYMENT, as
appropriate.
FEDERAL INCOME TAX ASPECTS
Providian has obtained a determination letter dated February 10, 1987, from
the Internal Revenue Service finding that the Plan and its related trust are
qualified under Section 401(a) and 501(a) respectively of the Code. During the
period the Plan is so qualified, a Participant will not be subject to federal
income taxes on the contributions of the Participant's Employer, or on
dividends, interest or profit from the sale of securities received by the
Trustee and credited to the Participant's Individual Account, until such
Individual Account is distributed to the Participant (or a designated
beneficiary or legal representative).
The following is a general discussion of the federal income tax consequences
of distributions under the Plan and is not intended to cover all the variations
and possibilities that an individual will experience. The discussions of the
consequences will be dealt with under two general sets of circumstances, i.e.,
distributions from the Plan after termination of employment and withdrawals
from the Plan while still employed.
11
<PAGE>
DISTRIBUTIONS FROM THE PLAN AFTER TERMINATION OF EMPLOYMENT
Generally, the taxable portion of distributions resulting from termination of
employment is subject to regular federal income tax and to a 10 percent early
distribution tax if prematurely distributed. The following are some, but not
all, of the variations and exceptions to the general rule:
. If the distributee receives a qualified distribution, the taxable portion
can be rolled over into an individual retirement account (IRA). The amount
rolled over is not subject to regular federal income tax or to the 10
percent early distribution tax.
. If the distributee receives a lump sum distribution and is at least age
55 when the distribution is made, the 10 percent early distribution tax
does not apply.
. If the distributee receives a lump sum distribution and is age 59 1/2 or
older at the time the distribution is made (or was age 50 or older before
January 1, 1986), a one-time election may be made to use the five-year
averaging method if the distributee has been a Participant in the Plan for
at least five years.
. If the distributee receives a lump sum distribution and a portion of the
distribution is taken in Providian Common Stock, the unrealized
appreciation in the stock is not subject to the regular federal income tax
or to the 10 percent early distribution tax. When the stock is sold, any
realized gain is subject to the regular federal income tax at long-term
capital gains rates (if held at least one year; if not, appreciation in
value since distribution is a short-term capital gain). The gain on the
sale of the stock is not subject to the 10 percent early distribution tax.
. If a distributee receives a lump sum distribution and was at least age 50
before January 1, 1986, he or she may elect to use the ten-year averaging
method under the prior tax law or the five-year averaging method under the
current tax law if the distributee has been a Participant in the Plan for
at least five years. In addition, if the distributee was a Participant in
the Plan prior to 1974, a portion of the distribution may be eligible for
capital gain treatment at a 20 percent tax rate. However, the distribution
may be subject to the 10 percent early distribution tax.
. If a distributee elects to receive a life annuity from the Plan, annuity
tax rules apply. The taxable portion of each payment is subject to the
regular federal income tax, but is not subject to the 10 percent early
distribution tax.
. If a distributee elects to receive installment payments from the Plan,
the taxable portion is calculated under the "Withdrawal" rules indicated
below. The taxable portion is subject to regular federal income tax and to
the 10 percent early distribution tax.
. In certain circumstances, a participant may incur 15 percent excise tax
(less the amount of 10 percent early distribution tax paid, if any) on the
receipt of an "excess distribution" during a calendar year. "Excess
distribution" is generally defined as an annual distribution in excess of
$150,000 ($750,000 in the case of a lump sum distribution).
WITHDRAWALS FROM THE PLAN WHILE STILL EMPLOYED
Generally, the taxable portion of withdrawals from the Plan while still
employed is subject to regular federal income tax and to the 10 percent early
distribution tax.
If a Participant is at least age 59 1/2, the 10 percent early distribution
tax does not apply; however, the regular federal income tax does apply. If the
total account is withdrawn, the five-year averaging method may be available if
the Participant has been in the Plan for at least five years.
To establish the taxable portion, withdrawals will follow the sequence
indicated below:
1. Contribution Account (Participant After-tax Contributions and
Earnings)
First, the Participant's after-tax pre-1987 contributions are
withdrawn. Since federal tax was paid at the time deductions were taken
from pay, there are no taxes due at the time of withdrawal.
12
<PAGE>
Next, the Participant's after-tax post-1986 contributions and
earnings are withdrawn. These amounts are subject to the proration
rules under which a portion of each withdrawal is taxable. The taxable
portion is subject to regular federal income tax and may be subject to
the 10 percent early distribution tax if the participant is under age
59 1/2.
2. Employer Contributions and Earnings
The withdrawal of Employer contributions and earnings is taxable and
is subject to regular federal income tax and to the 10 percent early
distribution tax. The amount that can be withdrawn is subject to the
requirements of vesting and to five years of participation in the Plan.
Tax rules under the Tax Reform Act of 1986 are extremely complex. Tax
information provided above is limited to the federal income tax and no attempt
is made to cover all the variations and possibilities that may apply.
Information contained herein is supplied for assistance to Participants in
recognition of the various tax treatments that are available. Each person
should consult with his or her personal tax advisor to properly analyze his or
her particular tax situation.
ERISA
The Plan is subject to all provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), other than the funding provisions
and Title IV thereof including the reporting and disclosure, participation,
vesting and fiduciary responsibility provisions. The funding provisions of
ERISA (which provide for minimum contributions to fund accrued pension
benefits) and Title IV thereof (which provides Federal guarantees of certain
pension benefits) do not apply to employee thrift plans, such as the Plan,
which have individual accounts for each participant (and no comparable
protection is extended to Participants by Providian), since the interest of
each participant is always measured by the balance of his or her account,
rather than in terms of a fixed predetermined pension benefit.
DESCRIPTION OF PROVIDIAN STOCK
Providian's authorized stock consists of 300,000,000 shares of Common Stock,
$1 par value, 6,000,000 shares of preferred stock, $5 par value and 25,000,000
shares of preference stock, $.01 par value. On June 30, 1994, there were
98,797,542 shares of Common Stock and no shares of preferred or preference
stock outstanding (other than preferred stock held by a subsidiary).
Information for all future fiscal years concerning the number of authorized and
issued shares of Providian's capital stock, and the description of such capital
stock, will be included in Providian's reports filed under the Exchange Act,
and shall be deemed to be incorporated by reference herein, and to be a part
hereof, from the date of filing of such statements.
EXPERTS
The consolidated financial statements and schedules of Providian incorporated
by reference or appearing in Providian's Annual Report (Form 10-K) for the year
ended December 31, 1993, and the financial statements and schedules of the
Providian Corporation Thrift Savings Plan appearing in the Plan's Annual Report
(Form 11-K) for the year ended December 31, 1993, have been audited by Ernst &
Young, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules of Providian and financial statements and schedules of
the Plan are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young pertaining to such financial statements and schedules (to the
extent covered by consents filed with the SEC) given upon the authority of such
firm as experts in accounting and auditing.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN, IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
PROVIDIAN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO WHICH THIS PROSPECTUS
RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF PROVIDIAN SINCE THE DATE HEREOF. STATEMENTS MADE IN
THIS PROSPECTUS, UNLESS THE CONTEXT INDICATES OTHERWISE, ARE MADE AS OF THE
DATE OF THIS PROSPECTUS.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Providian Corporation Thrift Savings Plan.................................. 3
General.................................................................. 3
Participation............................................................ 3
Participating Companies.................................................. 3
Contributions............................................................ 3
Accounts................................................................. 4
Investment Provisions.................................................... 5
Experience of the Funds.................................................. 6
Change or Discontinuation of Contributions............................... 7
Voting Rights............................................................ 7
Payment of Benefits...................................................... 7
Methods of Distribution after Termination of Employment.................. 9
Beneficiaries--Spousal Consent........................................... 9
Borrowing................................................................ 10
Withdrawal Prior to Termination of Employment............................ 10
Administration........................................................... 10
Modification and Termination............................................. 11
Federal Income Tax Aspects................................................. 11
Distributions from the Plan After Termination of Employment.............. 12
Withdrawals from the Plan While Still Employed........................... 12
ERISA...................................................................... 13
Description of Providian Stock............................................. 13
Experts.................................................................... 13
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROVIDIAN
----------------
2,600,000 SHARES
COMMON STOCK
----------------
THRIFT SAVINGS PLAN
----------------
PROSPECTUS
----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II.
OTHER INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Providian or the Plan with the SEC are
incorporated by reference herein and made a part hereof:
1. The contents of Post Effective Amendment No. 1 to Registration Statement
No. 33-47336 on Form S-8, filed on June 25, 1993.
2. The Plan's Annual Report on Form 11-K for the fiscal year ended December
31, 1993, filed on April 29, 1994.
3. Providian's Annual Report on Form 10-K for the fiscal year ended December
31, 1993, filed on March 25, 1994.
4. Providian's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, filed on May 13, 1994.
5. Providian's Current Report on Form 8-K dated May 12, 1994, filed on May 25,
1994.
6. The proxy statement of Providian for the Annual Meeting of Stockholders
held on May 11, 1994, filed on March 22, 1994.
7. The description of stock to be registered in Providian's Registration
Statement on Form 10 dated April 29, 1970.
All documents subsequently filed by Providian or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Post Effective Amendment No. 2 to Registration
Statement to be a part thereof from the date of filing of such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law permits a corporation to indemnify a director, officer, employee or
agent of the corporation if the director, officer, employee or agent acted in
good faith and in what he reasonably believed to be the best interests of the
corporation, except that such a person may not be indemnified in actions where
he is liable to the corporation, unless a court determines that such
indemnification is nonetheless proper. In a criminal action, an officer,
director, employee or agent may be indemnified if he had no reasonable cause to
believe his conduct was unlawful. Providian's Certificate and Bylaws provide for
indemnification of officers, directors, employees and agents to the fullest
extent authorized by the Delaware General Corporation Law and include provisions
that eliminate or limit the personal liability of Providian's directors to
Providian or its stockholders for breaches of fiduciary duty, within certain
limits.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Providian pursuant to the foregoing provisions, or otherwise, Providian has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Providian of expenses incurred or paid by a director, officer or
controlling person of Providian in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Providian will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
<PAGE>
EXHIBITS
Ref. No.
Per
Exhibit
Table
CFR Exhibit
229.601 Description of Document Number
- -------- ----------------------- -------
(4) Providian Corporation Thrift Savings 4.1
Plan, Amended and Restated as of January 1,
1990 (incorporated by reference to Exhibit
4.1 to Providian's Registration Statement
on Form S-8, Registration Number 33-47336,
File Number 1-6701).
(23) Consent of Ernst & Young, independent 23.1
auditors of Providian Corporation
and Providian Corporation Thrift Savings
Plan.
(24) Powers of Attorney authorizing Robert L. Walker, 24.1
Steven T. Downey and R. Michael Slaven to sign
the Registration Statement in any and all
capacities on behalf of Irving W. Bailey II;
Robert L. Walker; Steven T. Downey; John L.
Clendenin; Joseph F. Decosimo; Lyle J. Everingham;
J. David Grissom; Watts Hill, Jr.; F. Warren
McFarlan; Martha R. Seger; Raymond V. Gilmartin;
and Larry D. Thompson.
(24) Powers of Attorney authorizing Robert L. Walker, 24.2
Steven T. Downey and R. Michael Slaven to sign
the Registration Statement in any and all
capacities on behalf of Lawrence Pitterman;
Lee Adrean; Robert L. Walker; and
Joseph M. Tumbler.
(24) Certified resolutions of Capital Holding 24.3
Corporation's Board of Directors authorizing
the execution of powers of attorney.
(99) Certified resolution of Capital Holding 99.1
Corporation's Board of Directors authorizing
the merger of the Academy Saving and Retirement
Plan into the Capital Holding Corporation Thrift
Savings Plan.
(99) Certified resolution of Capital Holding 99.2
Corporation's Board of Directors authorizing the
merger of the National Liberty Corporation Profit
Sharing Plan into the Capital Holding Corporation
Thrift Savings Plan.
UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
The undersigned registrant hereby undertakes to submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plan.
II-2
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Louisville, State of Kentucky, on July
18, 1994.
PROVIDIAN CORPORATION (Registrant)
By: IRVING W. BAILEY II
Chairman, President and Chief Executive Officer
ROBERT L. WALKER
Senior Vice President, Chief Financial Officer and
Acting General Counsel
(Principal Financial Officer)
STEVEN T. DOWNEY
Vice President and Controller
(Principal Accounting Officer)
By: /s/R. Michael Slaven
----------------------------
R. Michael Slaven
Attorney-in-fact for Irving W. Bailey II,
Robert L. Walker and Steven T. Downey
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
John L. Clendenin Director July 18, 1994
Joseph F. Decosimo Director July 18, 1994
Lyle J. Everingham Director July 18, 1994
Raymond V. Gilmartin Director July 18, 1994
J. David Grissom Director July 18, 1994
Watts Hill, Jr. Director July 18, 1994
F. Warren McFarlan Director July 18, 1994
Martha R. Seger Director July 18, 1994
Larry D. Thompson Director July 18, 1994
Irving W. Bailey II Chairman, President and July 18, 1994
Chief Executive Officer
Robert L. Walker Senior Vice President, July 18, 1994
Chief Financial
Officer and Acting
General Counsel (Principal
Financial Officer)
Steven T. Downey Vice President and July 18, 1994
Controller (Principal
Accounting Officer)
By: /s/R. Michael Slaven
--------------------------
R. Michael Slaven
Attorney-in-fact for all
of the foregoing persons
II-3
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Louisville, State of Kentucky, on July 18, 1994.
PROVIDIAN CORPORATION
THRIFT SAVINGS PLAN (Plan)
By: Lawrence Pitterman
Committee Chairperson
By: /s/R. Michael Slaven
----------------------------
R. Michael Slaven
Attorney-in-fact for Lawrence Pitterman
Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
- --------- ----- ----
Lawrence Pitterman Committee Chairperson July 18, 1994
Lee Adrean Committee Member July 18, 1994
Robert L. Walker Committee Member July 18, 1994
Joseph M. Tumbler Committee Member July 18, 1994
By: /s/R. Michael Slaven
----------------------------
R. Michael Slaven
Attorney-in-fact for all the foregoing persons
II-4
<PAGE>
Index to Exhibits
Ref. No.
Per
Exhibit
Table
CFR Exhibit
229.601 Description of Document Number
- -------- ----------------------- -------
(4) Providian Corporation Thrift Savings 4.1
Plan, Amended and Restated as of January 1,
1990 (incorporated by reference to Exhibit
4.1 to Providian's Registration Statement
on Form S-8, Registration Number 33-47336,
File Number 1-6701).
(23) Consent of Ernst & Young, independent 23.1
auditors of Providian Corporation
and Providian Corporation Thrift
Savings Plan.
(24) Powers of Attorney authorizing Robert L. Walker, 24.1
Steven T. Downey and R. Michael Slaven to sign the
Registration Statement in any and all capacities on
behalf of Irving W. Bailey II; Robert L. Walker;
Steven T. Downey; John L. Clendenin; Joseph
F. Decosimo; Lyle J. Everingham; J. David Grissom;
Watts Hill, Jr.; F. Warren McFarlan; Martha R. Seger;
Raymond V. Gilmartin; and Larry D. Thompson.
(24) Powers of Attorney authorizing Robert L. Walker, 24.2
Steven T. Downey and R. Michael Slaven to sign
the Registration Statement in any and all
capacities on behalf of Lawrence Pitterman;
Lee Adrean; Robert L. Walker; and
Joseph M. Tumbler.
(24) Certified resolutions of Capital Holding 24.3
Corporation's Board of Directors authorizing
the execution of powers of attorney.
(99) Certified resolution of Capital Holding 99.1
Corporation's Board of Directors authorizing
the merger of the Academy Saving and
Retirement Plan into the Capital Holding
Corporation Thrift Savings Plan.
(99) Certified Resolution of Capital Holding 99.2
Corporation's Board of Directors authorizing
the merger of the National Liberty Corporation
Profit Sharing Plan into the Capital Holding
Corporation Thrift Savings Plan.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 33-47336, Post Effective Amendment No. 2)
pertaining to the Providian Corporation Thrift Savings Plan and to the
incorporation by reference therein of our reports (a) dated February 9, 1994,
with respect to the consolidated financial statements and schedules of Providian
Corporation included or incorporated by reference in its Annual Report (Form
10-K) and (b) dated April 25, 1994, with respect to the financial statements and
schedules of the Providian Corporation Thrift Savings Plan included in the
Plan's Annual Report (Form 11-K), both for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young
- -------------------------
ERNST & YOUNG
Louisville, Kentucky
July 18, 1994
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 16th day of February, 1994, the
undersigned each constitutes and appoints Robert L. Walker, Steven T. Downey and
R. Michael Slaven, and each of them, his or her true and lawful attorney-in-fact
and agent with full power of substitution and re-substitution, for him or her in
his or her name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 relating to Capital Holding Corporation's
(i) Thrift Savings Plan, as amended and restated effective January 1, 1990; (ii)
1981 Stock Option Incentive Plan; (iii) 1981 Tax Qualified Incentive Stock
Option Plan; and (iv) 1989 Stock Option Plan, and any and all amendments or
appendices thereto (including post-effective amendments), and to file the same
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
CAPITAL HOLDING CORPORATION
/s/ Irving W. Bailey II /s/ Steven T. Downey
- ----------------------------- ------------------------------
IRVING W. BAILEY II, STEVEN T. DOWNEY,
Chairman, President and Vice President and Controller
Chief Executive Officer
/s/ Robert L. Walker /s/ John L. Clendenin
- ----------------------------- ------------------------------
ROBERT L. WALKER, JOHN L. CLENDENIN,
Senior Vice President, Director
Chief Financial Officer and
Acting General Counsel
/s/ Joseph F. Decosimo /s/ Lyle J. Everingham
- ----------------------------- ------------------------------
JOSEPH F. DECOSIMO, LYLE J. EVERINGHAM,
Director Director
/s/ Raymond V. Gilmartin /s/ J. David Grissom
- ----------------------------- ------------------------------
RAYMOND V. GILMARTIN, J. DAVID GRISSOM,
Director Director
/s/ Watts Hill, Jr. /s/ F. Warren McFarlan
- ----------------------------- ------------------------------
WATTS HILL, JR., F. WARREN MCFARLAN,
Director Director
/s/ Martha R. Seger /s/ Larry D. Thompson
- ----------------------------- ------------------------------
MARTHA R. SEGER, LARRY D. THOMPSON,
Director Director
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 16th day of February, 1994, the
undersigned each constitutes Robert L. Walker, Steven T. Downey and R. Michael
Slaven, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign a Registration Statement on
Form S-8, relating to the Capital Holding Corporation Thrift Savings Plan
("Thrift Plan") under the Securities Act of 1933, and any and all amendments or
appendices thereto, (including any and all post-effective amendments), and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
CAPITAL HOLDING CORPORATION
THRIFT PLAN REVIEW COMMITTEE
By: /s/ Lawrence Pitterman /s/ Lee Adrean
---------------------- ---------------------
Lawrence Pitterman Lee Adrean
Chairperson Committee Member
/s/ Robert L. Walker /s/ Joseph M. Tumbler
-------------------- ---------------------
Robert L. Walker Joseph M. Tumbler
Committee Member Committee Member
<PAGE>
EXHIBIT 24.3
EXCERPT FROM THE MINUTES OF THE MEETING OF THE
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF
CAPITAL HOLDING CORPORATION, HELD FEBRUARY 16, 1994
WHEREAS, the Securities Act of 1933 requires the registration statements
(the "Registration Statements") on Form S-8 previously filed by the Corporation
relating to the Capital Holding Corporation Thrift Savings Plan, the Capital
Holding 1989 Stock Option Plan, the Capital Holding Corporation 1981 Stock
Option Incentive Plan, and the Capital Holding Corporation 1981 Tax Qualified
Incentive Stock Option Plan (collectively, the "Plans") be amended to update
certain information contained therein and to reflect certain amendments to the
Plans.
NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the
Corporation, with the assistance of its accountants and counsel, are hereby
authorized to prepare, execute and file with the Securities and Exchange
Commission on behalf of the Corporation such documents as are necessary to
update the Registration Statements;
BE IT FURTHER RESOLVED, that R. Michael Slaven, Assistant General Counsel
and Corporate Secretary of the Corporation, be and hereby is appointed and
designated as a person duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect to any documents
relating to the Registration Statements; and
BE IT FURTHER RESOLVED, that the Corporation and each director and officer
who may be required to execute any filings or documents relating to the
Registration Statements and any amendments thereof or appendices thereto be, and
hereby is, authorized to execute a power of attorney appointing Robert L.
Walker, R. Michael Slaven and Steven T. Downey and each of them, severally, his
true and lawful attorneys and agents to execute in his name, place and stead,
and on behalf of the Plans, any and all documents relating to the Plans, and to
file the same with the Securities and Exchange Commission.
I, R. Michael Slaven, being duly elected and acting Assistant General
Counsel and Corporate Secretary of Providian Corporation, formerly Capital
Holding Corporation, do hereby certify that the above is a true and correct copy
of resolutions adopted by the Human Resources Committee of the Board of
Directors of said corporation at a regular meeting held February 16, 1994, a
quorum having been present in said meeting, and that said resolutions are still
in full force and effect.
In testimony whereof, witness my hand and the seal of the corporation this
29th day of June, 1994.
/s/ R. Michael Slaven
---------------------------------------
R. Michael Slaven
Assistant General Counsel and Corporate
Secretary
Providian Corporation
<PAGE>
EXHIBIT 99.1
EXCERPT FROM THE MINUTES OF THE MEETING OF THE
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF CAPITAL HOLDING
CORPORATION, HELD NOVEMBER 3, 1993
WHEREAS, the Human Resources Committee is in receipt of a memorandum to Irv
Bailey from Larry Pitterman, dated October 25, 1993, a copy of which is attached
hereto;
WHEREAS, the first item of the memorandum requests approval to amend the
Capital Holding Corporation Retirement Plan (Retirement Plan) and the Capital
Holding Corporation Thrift Savings Plan (Thrift Plan) to provide for the
participation of the associates of Academy Insurance Group, Inc. and its wholly
owned subsidiaries (Academy Associates) in both the Retirement Plan and the
Thrift Plan;
WHEREAS, the second item of the memorandum recommends the appointment of
Robert L. Walker to the Capital Holding Corporation Retirement Plan Trustees and
the Capital Holding Corporation Thrift Savings Plan Review Committee;
RESOLVED, that the Retirement Plan and the Thrift Plan be amended to allow
for the participation of the Academy Associates, as provided in the above
referenced memorandum;
FURTHER RESOLVED, the Thrift Plan is authorized to accept the transfer of
assets from the Academy Saving and Retirement Plan, pursuant to the merger of
that plan into the Thrift Plan, as outlined in the above referenced memorandum;
FURTHER RESOLVED, that the following individuals are hereby appointed,
effective November 3, 1993, as Trustees to the Corporation's Retirement Plan
with the Chairperson of such Trustees being as indicated:
. Lawrence Pitterman, Senior Vice President - Administration
(Chairperson)
. Lee Adrean, President and Chief Executive Officer - Agency Group
. Joseph M. Tumbler, President and Chief Executive Officer - Accumulation
and Investment Group
. Robert L. Walker, Senior Vice President - Finance and Chief Financial
Officer
FURTHER RESOLVED, that the following individuals are hereby appointed as
members of the Thrift Plan Review Committee with the Chairperson being as
indicated:
. Lawrence Pitterman, Senior Vice President - Administration
(Chairperson)
. Lee Adrean, President and Chief Executive Officer - Agency Group
. Joseph M. Tumbler, President and Chief Executive Officer - Accumulation
and Investment Group
. Robert L. Walker, Senior Vice President - Finance and Chief Financial
Officer;
FURTHER RESOLVED, that the proper officers of the Corporation, be, and each
of them, with full authority to act without the other, hereby is, authorized and
directed to do and perform, or cause to be done and performed all such acts,
deeds, and things and to make execute, and deliver or cause to be made, executed
and delivered all such arrangements, undertakings, documents, instruments, or
otherwise as each such officer may deem necessary or appropriate to effectuate
or carry out fully the purpose and intent of the foregoing resolutions; and
<PAGE>
FURTHER RESOLVED, that any and all action heretofore or hereafter taken by
any officer or officers of the Corporation within the terms of the foregoing
resolutions is hereby ratified and confirmed as the act and deed of the
Corporation.
I, R. Michael Slaven, being duly elected and acting Assistant General
Counsel and Corporate Secretary of Providian Corporation, formerly Capital
Holding Corporation, do hereby certify that the above is a true and correct copy
of resolutions adopted by the Human Resources Committee of the Board of
Directors of said corporation at a regular meeting held November 3, 1993, a
quorum having been present in said meeting, and that said resolutions are still
in full force and effect.
In testimony whereof, witness my hand and the seal of the corporation this
29th day of June, 1994.
/s/ R. Michael Slaven
---------------------------------------
R. Michael Slaven
Assistant General Counsel and Corporate
Secretary
Providian Corporation
<PAGE>
[LOGO OF CAPITAL HOLDING]
- -------------------------------------------------------------------------------
"Exhibit A"
Interoffice Correspondence
TO: Irv Bailey
FROM: Larry Pitterman
SUBJECT: RESOLUTIONS - BENEFIT PLANS
DATE: October 25, 1993
At the November 3, 1993 meeting of the Human Resources Committee, several
benefits-related issues need to be addressed. Resolutions will be presented to
deal with the following changes.
The first resolution would make associates of Academy Life Insurance Company on
January 1, 1994 eligible for participation in the CHC Retirement Plan and CHC
Thrift Savings Plan. Under the CHC Retirement Plan, participation and vesting
would be based on their Academy hire date and benefit accrual would begin on
January 1, 1994. Under the CHC Thrift Savings Plan, participation also would be
based on their Academy hire date. Academy participants would retain their
current vesting schedule on money transferred from the Academy Savings And
Retirement Plan to the CHC Thrift Savings Plan in the first quarter of 1994.
Vesting for contributions made on or after January 1, 1994 would be according to
the CHC Thrift Savings Plan vesting schedule, but based on their Academy hire
date. The Academy Savings And Retirement Plan would be merged into the CHC
Thrift Savings Plan effective January 1, 1994.
The second resolution deals with a change in CHC Retirement Plan Trustees and
CHC Thrift Savings Plan Review Committee membership due to the resignation of
David Sams. I recommend Robert L. Walker to replace David Sams as a Trustee to
the CHC Retirement Plan and as a member of the CHC Thrift Savings Plan Review
Committee effective November 3, 1993.
<PAGE>
EXHIBIT 99.2
EXCERPT FROM THE MINUTES OF THE MEETING OF THE
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF
CAPITAL HOLDING CORPORATION, HELD MAY 11, 1994
WHEREAS, the Human Resources Committee is in receipt of a memorandum to Irv
Bailey from Larry Pitterman and Roger Smith, dated April 22, 1994, a copy of
which is attached hereto as Exhibit C; and
WHEREAS, the memorandum requests approval to amend the Capital Holding
Corporation Thrift Savings Plan (the "Plan") to provide for greater participant
control; and
WHEREAS, the memorandum requests approval to merge the National Liberty
Corporation Profit Sharing Plan, effective July 1, 1994; and
WHEREAS, the changes to the Plan will necessitate the replacement of the
current Trustee, Liberty National Bank, with Merrill Lynch;
RESOLVED, that the Plan be amended in accordance with the memorandum from
Larry Pitterman and Roger Smith to Irv Bailey; and
FURTHER RESOLVED, that the National Liberty Corporation Profit Sharing Plan
be merged into the Plan effective July 1, 1994; and
FURTHER RESOLVED, that the trust relationship with Liberty National Bank be
terminated effective July 1, 1994, and Merrill Lynch be appointed the new
Trustee, effective July 1, 1994; and
FURTHER RESOLVED, that the proper officers of the Corporation, be, and each
of them, with full authority to act without the others, hereby is, authorized
and directed to do and perform, or cause to be done and performed, all such
acts, deeds and things and to make execute, and deliver or cause to be made,
executed, and delivered all such agreements, undertakings, documents,
instruments, or otherwise as each such officer may deem necessary or appropriate
to effectuate or carry out fully the purpose and intent of the foregoing
resolutions; and
FURTHER RESOLVED, that any and all action heretofore or hereafter taken by
any officer or officers of the Corporation within the terms of the foregoing
resolutions is hereby ratified and confirmed as the act and deed of the
Corporation.
I, R. Michael Slaven, being duly elected and acting Assistant General
Counsel and Corporate Secretary of Providian Corporation, formerly Capital
Holding Corporation, do hereby certify that the above is a true and correct copy
of resolutions adopted by the Human Resources Committee of the Board of
Directors of said corporation at a regular meeting held May 11, 1994, a quorum
having been present in said meeting, and that said resolutions are still in full
force and effect.
<PAGE>
In testimony whereof, witness my hand and the seal of the corporation this
29th day of June, 1994.
/s/ R. Michael Slaven
---------------------------------------
R. Michael Slaven
Assistant General Counsel and Corporate
Secretary
Providian Corporation
<PAGE>
[LOGO OF CAPITAL HOLDING]
- --------------------------------------------------------------------------------
"Exhibit C"
Interoffice Correspondence
TO: Irv Bailey
FROM: Larry Pitterman
SUBJECT: THRIFT PLAN CHANGES
DATE: April 22, 1994
The current structure of our Thrift Savings Plan has become outdated in its
responsiveness to associate needs. Our current limited number of investment
options, as well as our limited transactional flexibility, are less than
competitive. To address these deficiencies in our benefit program, we conducted
a search of the market for a defined contribution service provider with the
following objectives in mind:
. increase the investment options available to plan participants,
. increase the efficiency, timeliness, quality, and cost
effectiveness of administrative services,
. educate participants to better position them to take advantage
of the Plan's increased investment and administrative
flexibility, and
. to the greatest extent possible, move into an associate self
service environment for plan transactions.
Based on our market search, we recommended, and the Pension Trustee and Thrift
Review Committee approved, the selection of Merrill Lynch as the service
provider for our Thrift Savings Plan. The new Merrill Lynch arrangement
includes:
. transition from our current quarterly allocation process to a
daily basis for valuing participant accounts,
. addition of eight investment options (Merrill Lynch was the
clear leader in quality and quantity of investment options--
over 1000 funds from 51 fund families are available through
Merrill Lynch and their broker-dealer arrangements),
. application of toll-free telephone voice response technology to
provide participants with inquiry and transaction capability
seven days a week, 23 hours a day,
. support of SEC licensed customer service representatives from 8
a.m. to 7 p.m. eastern time, Monday through Friday, and
. roll-out of an on-going communication and education process to
raise associate understanding of investment concepts so that
plan participation is increased and asset allocations are more
diversified.
The revised authorities for the Human Resources Committee, approved at the May
5, 1993, Board Meeting, do not require the review and approval of these changes
by the Human Resources Committee. However, the agreement with the current
Trustee of Thrift Savings Plan, Liberty National Bank, requires Board approval
to terminate that agreement. A resolution for termination of this relationship
will be presented to the Human Resources Committee at the May 11, 1994, meeting
of the Board. The required formal amendments to our Thrift Savings Plan will be
<PAGE>
reviewed and approved by the Pension Trustee and Thrift Review Committee.
At the same time that these enhancements are made to our Thrift Savings Plan,
the National Liberty Profit Sharing Plan will be merged into the Thrift Plan.
The National Liberty Profit Sharing Plan is a defined contribution plan and,
therefore, like the Thrift Savings Plan, requires periodic allocations to
participant accounts. The Profit Sharing Plan also provides participants with
the same three investment options that are currently offered under the Thrift
Plan. By merging the National Liberty Profit Sharing Plan with our Thrift
Savings Plan the benefits outlined above will be received. In addition, plan
administrative expenses for the Profit Sharing Plan will be practically
eliminated.
The merging of the National Liberty Profit Sharing Plan into the Thrift Savings
Plan requires the review and approval of the Human Resources Committee. A
resolution will be presented to the Human Resources Committee at the May 11,
1994, meeting of the Board. I look forward to discussing this with the Committee
at that time.
