SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PROVIDENT COMPANIES, INC.
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(Name of Issuer)
Common Stock, Par Value $1.00 per share
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(Title of Class of Securities)
743862 10 4
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(CUSIP Number)
Wayne W. Juchatz
Executive Vice President
and General Counsel
Textron Inc.
40 Westminster Street
Providence, RI 02903-2596
(401) 421-2800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 1997
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check
the following box: ( )
SCHEDULE 13D
CUSIP No. 743862 10 4
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Textron Inc.
I.R.S. Identification No. - 05-0315468
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,917,500
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
5,917,500
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,917,500
_________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 743862 10 4
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Paul Revere Corporation
I.R.S. Identification No. - 04-3176707
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF None
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON None
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
(AMENDMENT NO. 2)
This Amendment No. 2 ("Amendment No. 2") further amends
the Statement on Schedule 13D, dated May 8, 1996 (the "Schedule
13D"), filed by Textron Inc. ("Textron") and The Paul Revere
Corporation ("Paul Revere"), relating to shares of the common
stock, par value $1.00 per share (the "Shares"), of Provident
Companies, Inc. (the "Company"), as amended by Amendment No. 1
thereto dated November 21, 1996 ("Amendment No. 1"). Capitalized
terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Schedule 13D and
Amendment No. 1. The term "Statement," as used herein, refers to
the Schedule 13D, Amendment No. 1 and Amendment No. 2,
collectively.
As more fully described below, this Amendment No. 2
relates to (i) the termination of joint beneficial ownership of
Shares by Textron and Paul Revere as a result of the termination
of the Amended and Restated Provident Voting Agreement in
accordance with its terms and (ii) the acquisition by Textron of
beneficial ownership of Shares issued in the Merger as part of
the consideration for shares of Paul Revere Common Stock
previously held by Textron. In addition, as more fully described
below and as set forth in the Amended and Restated Joint Filing
Agreement, a copy of which is filed as an exhibit hereto, Paul
Revere is filing this Amendment No. 2 only with respect to Items
which relate to the termination of joint beneficial ownership of
the Shares by Textron and Paul Revere (Item 2, the first full
paragraph of Item 4, Item 5(a)(1), (c) and (e), Item 6 and only
Exhibit 11 hereto with respect to Item 7) and disclaims any further
participation in the filing of amendments to the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended as follows:
The Amended and Restated Provident Voting Agreement has
terminated in accordance with its terms as a result of the Merger
described in Item 4 below. Neither of the Reporting Persons may
be deemed to beneficially own any Shares pursuant to the terms of
the terminated Amended and Restated Provident Voting Agreement.
Furthermore, the termination of the Amended and Restated
Provident Voting Agreement means that the Reporting Persons may
no longer be deemed a "group" within the meaning of Section
13(d)(3) of the Act upon the filing of this Amendment No. 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended as follows:
The Shares beneficially owned by Textron to which this
Statement relates were received as consideration in the Merger
discussed in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended as follows:
On March 27, 1997, Sub merged with and into Paul
Revere, with Paul Revere as the surviving corporation, pursuant
to the terms of the Amended and Restated Merger Agreement. As a
result of the Merger, among other things: (a) Paul Revere, as the
corporation surviving the Merger, became a wholly owned
subsidiary of the Company; (b) each share of Paul Revere Common
Stock that was outstanding immediately prior to the Merger
(excluding shares of Paul Revere Common Stock held by Paul
Revere, the Company, Textron or any of their respective
subsidiaries and excluding shares as to which dissenters' rights
were asserted in accordance with Massachusetts law) was converted
into the right to receive, at the election of the holder of such
share of Paul Revere Common Stock: (i) $26.00 in cash; (ii)
$20.00 in cash and 0.177 Shares; or (iii) 0.767 Shares; and (c)
each share of Paul Revere Common Stock held by Textron was
converted into the right to receive $20.00 in cash and 0.1578
Shares.
In addition, on March 27, 1997, Textron, Sub and the
Company entered into an agreement (the "Closing Agreement")
pursuant to which, among other things: (i) the Company agreed to
effect at the earliest possible date (subject to certain
limitations set forth in the Standstill Agreement) the
registration, under the Securities Act of 1933, as amended, of
the Shares; (ii) Textron agreed to use its reasonable efforts to
sell for cash all Shares received by it in the Merger as soon as
practicable after the effective date of the Merger and to pay to
the Company, upon each sale of Shares, an amount per share equal
to the difference (the "Appreciation") between the net proceeds
to Textron from such sale and $38.00 (the "Threshold Price"),
provided, however, that such obligation relates only to
Appreciation which in the aggregate exceeds $20 million (the
"Textron Appreciation"); and (iii) Textron agreed that .the
Company shall have the right to repurchase the Shares not sold by
Textron by February 27, 1998, at (1) the Threshold Price per
share or (2) to the extent Textron has not realized the entire
Textron Appreciation and if such price is higher than the
Threshold Price, the ten-day average price per share on the New
York Stock Exchange prior to such purchase by the Company. The
foregoing description of the Closing Agreement is qualified in
its entirety by reference to the Closing Agreement, a copy of
which is filed as an exhibit hereto and which is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended as follows:
(a)(1) Change In Joint Beneficial Ownership Of
Shares By Textron And Paul Revere
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The Amended and Restated Provident Voting Agreement
terminated in accordance with its terms upon the consummation, as
of March 27, 1997, of the Merger described in Item 4.
(a)(2) Acquisition of Sole Beneficial Ownership Of
Shares By Textron
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Based on the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as of March 10, 1997,
there were 45,685,191 Shares outstanding. The percentage of
outstanding Shares beneficially owned by Textron reflected in
this Statement was calculated on the basis of such reported
amount as increased (i) to reflect the issuance of 9,523,810
Shares to Zurich Insurance Company on March 27, 1997, as reported
in the Company's report on Form 8-K, dated March 27, 1997, and
(ii) to reflect the issuance of 11,670,000 Shares in the Merger,
assuming an election by all of the public holders of Paul Revere
Common Stock to receive Shares as consideration in the Merger.
The 5,917,500 Shares which Textron received in the Merger would
constitute approximately 8.8% of Shares outstanding as determined
on the foregoing basis.
As a result of provisions of the Standstill Agreement,
Textron may be deemed to have shared voting power of the Shares
beneficially owned by it. The Standstill Agreement requires
Textron to vote Shares held by it, subject to certain limitations
and exceptions, on all matters to be voted on by holders of
Shares, in the same proportion as the votes cast by the other
holders of Shares. In addition, as a result of certain
provisions of the Closing Agreement, Textron may be deemed to
have shared dispositive power of the Shares beneficially owned by
it. Under the Closing Agreement, as described more fully in Item
4, Textron has agreed to use its reasonable efforts to sell its
Shares as soon as practicable and that the Company shall have the
right to repurchase Shares not sold by Textron by February 27,
1998.
(c) Except as set forth in this Item 5, none of the
Reporting Persons and, to the best knowledge of each of the
Reporting Persons, none of their respective executive officers
and directors identified on Schedules A and B of the Schedule
13D, beneficially own any Shares or has effected any transaction
in Shares during the past 60 days.
(e) As of March 27, 1997, Paul Revere ceased to be the
beneficial owner of any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended as follows:
The Amended and Restated Provident Voting Agreement, to
which Paul Revere, Textron and the Stockholders were parties, has
terminated in accordance with its terms as a result of the Merger
described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Index of Exhibits attached to this Statement is
hereby incorporated by reference in its entirety.
SIGNATURES
After reasonable inquiry and to be best of my knowledge
and belief, I certify that the Information set forth in this
Statement is true, complete and correct.
Dated: April 9, 1997
TEXTRON INC.
By: /s/ Frederick K. Butler
---------------------------
Name: Frederick K. Butler
Title: Vice President
& Secretary
SIGNATURES
After reasonable inquiry and to be best of my knowledge
and belief, I certify that the Information set forth in this
Statement is true, complete and correct.
Dated: April 9, 1997
THE PAUL REVERE CORPORATION
By: /s/ Susan N. Roth
---------------------------
Name: Susan N. Roth
Title: Secretary and Clerk
INDEX TO EXHIBITS
Number Description Page
------ ----------- ----
Exhibit 1 Agreement by and among the Reporting
Persons that this Statement on
Schedule 13D and any amendment hereto
are filed on behalf of each of them*
Exhibit 2 Voting Agreement, dated as of April
29, 1996 among Textron Inc., The Paul
Revere Corporation and the
stockholders of Provident Companies,
Inc. listed on Schedule A thereto*
Exhibit 3 Voting Agreement and Election dated as
of April 29, 1996 between Textron Inc.
and Provident Companies, Inc.*
Exhibit 4 Agreement and Plan of Merger dated as
of April 29, 1996 by and among
Provident Companies, Inc., Patriot
Acquisition Corporation and The Paul
Revere Corporation*
Exhibit 5 Standstill Agreement dated as of April
29, 1996 between Provident Companies,
Inc. and Textron Inc.*
Exhibit 6 Registration Rights Agreement dated as
of April 29, 1996 between Textron Inc.
and Provident Companies, Inc.*
Exhibit 7 Amended and Restated Voting Agreement,
dated as of April 29, 1996 among
Textron Inc., The Paul Revere
Corporation and the stockholders of
Provident Companies, Inc. listed on
Schedule A thereto**
Exhibit 8 Amended and Restated Voting Agreement
dated as of April 29, 1996 between
Textron Inc. and Provident Companies,
Inc.**
Exhibit 9 Amended and Restated Agreement and
Plan of Merger dated as of April 29,
1996 by and among Provident Companies,
Inc., Patriot Acquisition Corporation
and The Paul Revere Corporation**
Exhibit 10 Agreement dated as of March 27, 1997
by and among Textron Inc., Provident
Companies, Inc. and Patriot Acquisition
Corporation (incorporated by reference
to Textron's Current Report on Form 8-K/A
dated April 4, 1997).
Exhibit 11 Amended and Restated Agreement Joint Filing
Agreement by and between the Reporting Persons
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* Filed previously with the Schedule 13D.
** Filed previously with Amendment No. 1.
EXHIBIT 11
AMENDED AND RESTATED JOINT FILING AGREEMENT
This Amended and Restated Joint Filing Agreement amends
and restates in its entirety the Agreement dated May 8, 1996, filed
as an exhibit to the original Schedule 13D dated May 8, 1996.
Pursuant to Rule 13d-1(f)(1), the undersigned agree that this
Amendment No. 2, to which this Amended and Restated Joint Filing
Agreement is attached as Exhibit 11 is filed on behalf of each of
the undersigned parties; provided, however, that Item 3, the second
full paragraph of Item 4, Item 5(a)(2) and Item 7 (other than Exhibit 11
with respect thereto) are filed solely on behalf of Textron Inc. and
provided, further, that The Paul Revere Corporation disclaims the filing
of this Amendment No. 2 to the extent of the sections filed solely on
behalf of Textron. This Amended and Restated Joint Filing Agreement may
be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.
DATED: April 9, 1997 TEXTRON INC.
By: /s/ Frederick K. Butler
--------------------------------
Name: Frederick K. Butler
Title: Vice President
& Secretary
DATED: April 9, 1997 THE PAUL REVERE CORPORATION
By: /s/ Susan N. Roth
--------------------------------
Name: Susan N. Roth
Title: Secretary & Clerk
