UNITED STATES
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)
Stephen V. Burger
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 31, 1996
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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 [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 743862 10 4
1 NAME OF REPORTING PERSON: CHARLOTTE MACLELLAN HEFFNER
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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: UNITED STATES
NUMBER OF 7 SOLE VOTING POWER: 1,203,137 SHARES*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 10,629,357 SHARES
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 460,102 SHARES*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,484,132 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,944,234 SHARES*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.81%
14 TYPE OF REPORTING PERSON: IN
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*Including 2,500 shares issuable upon exercise of options.
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This Amendment No. 2 to the Schedule 13D of Charlotte Maclellan Heffner
("Mrs. Heffner") is being filed as a result of certain agreements to which she
is a party in connection with the acquisition of The Paul Revere Corporation
("Revere") by Provident Companies, Inc. (the "Issuer") pursuant to an Amended
and Restated Agreement and Plan of Merger dated as of April 29, 1996, by and
among the Issuer, Patriot Acquisition Corporation and Revere (the "Merger
Agreement"). Capitalized terms used but not defined herein shall have the same
meanings as in this Schedule 13D filing prior to this Amendment No. 2.
Item 4. Purpose of the Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
On March 27, 1997, the Issuer completed its acquisition of Revere pursuant
to the Merger Agreement (the "Acquisition"). Also on that date, pursuant to an
Amended and Restated Common Stock Purchase Agreement dated as of May 31, 1996
(the "Zurich Agreement"), between the Issuer and Zurich Insurance Company
("Zurich"), Zurich purchased 9,523,810 shares of Common Stock (the "Zurich
Shares") for an aggregate cash price of $300 million. The net proceeds from the
Zurich Agreement were used by the Issuer to fund a portion of the cash payments
being made to Revere stockholders in connection with the Acquisition. Mrs.
Heffner is a party to the following five agreements which are related to the
Merger Agreement and the Zurich Agreement:
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1. Voting Agreement
To implement the Acquisition, it was necessary for the Issuer to obtain the
approval of its stockholders for (i) an amendment to the Issuer's certificate of
incorporation to in crease its authorized capital (the "Charter Amendment") and
(ii) the issuance of Common Stock pursuant to the Merger Agreement. Such
approval was obtained at a Special Meeting of the Stockholders of the Issuer
held on December 31, 1996 (the "Special Meeting"). At the Special Meeting,
pursuant to an Amended and Restated Voting Agreement dated as of April 29, 1996,
among Textron Inc., the principal stockholder of Revere ("Textron"), Revere and
certain stockholders of the Issuer including Mrs. Heffner (the "Voting
Agreement"), Mrs. Heffner voted 457,602 shares of Common Stock of the Issuer
which she owned of record and beneficially in favor of the Charter Amendment and
the issuance of Common Stock pursuant to the Merger Agreement.
The Voting Agreement was also signed, in each case with Mrs. Heffner's
consent as a co-trustee, by The Maclellan Foundation, Inc. (the "Foundation")
(see paragraph (2) of Item 5(a) and (b) below) and two trusts -- the R.J.
Maclellan Trust for the Hugh O. Maclellan, Sr. Family and the Cora L. Maclellan
Trust for the Hugh O. Maclellan, Sr. Family (collectively, the "Maclellan
Trusts") (see paragraph (3) of Item 5(a) and (b) below). At the Special Meeting,
pursuant to the Voting Agreement, the Foundation and the Maclellan Trusts voted
the shares of Common Stock which they owned of record and beneficially (an
aggregate of 9,368,609
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shares) in favor of the Charter Amendment and the issuance of Common Stock
pursuant to the Merger Agreement.
2. Maclellan Family Stockholder Agreement
Zurich entered into an Agreement dated as of May 31, 1996 (the "Family
Stockholder Agreement") with the Foundation, trusts for the benefit of the
Foundation, certain members of the Maclellan family including Mrs. Heffner, and
certain trusts connected with the Maclellan family (collectively, the "Maclellan
Stockholders"). Pursuant to the Family Stockholder Agreement, certain of the
Maclellan Stockholders, including Mrs. Heffner, voted all the shares of Common
Stock beneficially owned by them (an aggregate of approximately 18,350,000
shares) at the Special Meeting in favor of the Merger Agreement and the
transactions contemplated thereby, including the Charter Amendment, and in favor
of the transactions contemplated by the Zurich Agreements.
Also in the Family Stockholder Agreement, each of the Maclellan
Stockholders agreed that, until the earlier of (i) such time as Zurich and its
affiliates beneficially own less than 5% of the Issuer's voting securities (as
defined), and (ii) March 27, 2004, such Maclellan Stockholder will, prior to
making any sale or transfer of shares of Common Stock, give Zurich notice of any
intention to sell or transfer and the terms of such intended sale or transfer.
Zurich will then have the right to purchase such shares at the same terms. This
right of first offer is not applicable to the transfer of shares (x) pursuant to
a change of control (as defined in the Family Stockholder Agreement), (y)
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pursuant to certain permitted transfers, including transfers among Maclellan
Stockholders, and (z) in connection with any sale of at least 70% of the shares
then held by the Maclellan Stockholders pursuant to a firm commitment
underwritten registration under the Securities Act of 1933.
Notwithstanding its rights of first offer under the Family Stockholder
Agreement, Zurich has undertaken to the Issuer that in general, until March 27,
2004, Zurich and its affiliates will not acquire "Voting Securities" of the
Issuer (defined as all classes of capital stock of the Issuer which are then
entitled to vote generally in the election of directors)* in amounts which would
cause the percentage of Zurich's voting power in the election of the Issuer's
directors ("Voting Power") to exceed the percentage of Voting Power represented
by the Zurich Shares immediately following the consummation of the Merger and
the issuance of the Zurich Shares (the "Initial Threshold Percent age"). Mrs.
Heffner has been advised by the Issuer that the Initial Threshold Percentage is
approximately 14.24%. However, Zurich and its affiliates are not prohibited from
acquiring Voting Securities that would cause Zurich and its affiliates to exceed
the Initial Threshold Percentage if (i) such Voting Securities are acquired from
the Maclellan Stockholders or are acquired from Textron (with certain
restrictions and limitations)
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*Currently, the outstanding shares of Common Stock are the only outstanding
Voting Securities of the Issuer.
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or are acquired from other persons under certain limited circumstances, and (ii)
after giving effect to such acquisition of Voting Securities, Zurich and its
affiliates would not beneficially own Voting Securities of the Issuer
representing more than 40% of the outstanding Voting Power. Notwithstanding the
foregoing, Zurich may acquire Voting Securities from the Maclellan Stockholders
in amounts that exceed the 40% limitation if Zurich first offers to purchase all
of the outstanding Voting Securities of the Issuer at the same price pursuant to
either a tender offer to all stockholders or a binding merger agreement.
3. Family Stockholder Supplementary Agreement
In an effort to coordinate sales of shares of Common Stock by the Maclellan
Stockholders, the Maclellan Stockholders have entered into a Family Stockholder
Supplementary Agreement dated as of April 21, 1997 (the "Supplementary
Agreement"). Under the Supplementary Agreement, which will terminate upon the
termination of the Family Stockholder Agreement, in the event that a Maclellan
Stockholder receives an unsolicited purchase offer from Zurich or any other
person that such Maclellan Stock holder intends to accept, and such offer is to
acquire more than $250,000 of Common Stock, such Maclellan Stockholder (the
"Notifying Stockholder") shall use reasonable efforts to promptly notify all
other Maclellan Stockholders of such purchase offer, specifying the number of
shares of Common Stock that the purchaser has offered to purchase and the amount
of consideration offered per share, and shall use its reasonable efforts to
permit
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the other Maclellan Stockholders to participate with the Notifying Stockholder
in a sale of Common Stock to the purchaser. If one or more other Maclellan
Stockholders decide to participate in such a sale, and the aggregate number of
shares that all Maclellan Stockholders desire to sell exceeds the purchaser's
offer, the number of shares of Common Stock to be sold by each participating
Maclellan Stockholder will be in the same proportion that the number of shares
offered for sale by each such Maclellan Stockholder bears to the total number of
shares offered for sale by all Maclellan Stockholders, so that the resultant
aggregate number of shares to be offered for sale shall be equal to the
purchaser's offer.
Notwithstanding the foregoing, any Maclellan Stockholder may initiate and
consummate a sale of Common Stock to any person.
4. Registration Rights Agreement
As an inducement to the Maclellan Stockholders to enter into the Family
Stockholder Agreement, the Issuer entered into a Registration Rights Agreement
dated as of May 31, 1996 (the "Registration Rights Agreement") with the
Maclellan Stockholders, pursuant to which, subject to certain conditions and
limitations, the Issuer agreed to register under the Securities Act of 1933 the
sale of the shares of Common Stock now or hereafter held by one or more
Maclellan Stockholders. In general, the Issuer has granted the Maclellan
Stockholders "demand" registration rights to request eight
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separate registrations, each of which must cover (A) shares of Common Stock
having an aggregate expected offering price of at least $10,000,000, or (B) all
the shares of Common Stock then held by the Maclellan Stockholders. "Blackout"
periods which have the effect of delaying a demand registration (either because
it would adversely affect a pending public offering of securities by the
Company, or because the filing of a demand registration statement would require
disclosure of material information which the Issuer has a bona fide business
purpose for preserving as confidential) are provided for limited periods. The
Registration Agreement also grants the Maclellan Stockholders "piggyback"
registration rights to have any or all of their shares of Common Stock included
in any registration statement filed by the Issuer for a public sale of its
Voting Equity Securities (as defined), subject to limitations determined by the
managing underwriter of an underwritten offering to be necessary for the
successful marketing of the securities being distributed by underwriters.
5. Lock-Up Agreement
Pursuant to the Merger Agreement, the 37,500,000 shares of Revere common
stock owned by Textron were converted at the effective time of the Acquisition
into $750 million in cash and 5,917,500 shares of Common Stock (the "Textron
Shares"). Textron agreed to use its reasonable efforts to sell for cash all the
Textron Shares as soon as practicable after the Acquisition, subject to certain
conditions. Textron sold the Textron Shares
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on May 6, 1997, pursuant to a firm commitment underwritten public offering (the
"Textron Offering").
In furtherance of the Textron Offering, each Maclellan Stockholder holding
more than 50,000 shares of Common Stock, including Mrs. Heffner, has entered
into an agreement (the "Lock-Up Agreement"), which provides that, without the
prior written consent of Morgan Stanley & Co. Incorporated ("Morgan Stanley"),
on behalf of the underwriters of the Textron Offering, such Maclellan
Stockholders will not, prior to August 4, 1997, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (provided that such shares or securities were acquired by them
prior to or in connection with the Textron Offering), or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of such shares of Common Stock. However,
a Maclellan Stockholder may dispose of any shares of Common Stock or securities
convertible into or exercisable or exchangeable for shares of Common Stock (A)
pursuant to a bona fide gift between or among family members or the estate of
such stockholder (including any transfer by such stockholder to or among any
trust, foundation, custodial or other similar accounts or funds in which such
stockholder or other
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member of his or her family serves as trustee or custodian or in a similar
fiduciary capacity, or to a trust created by any such stockholder which has a
member of his or her immediate family as a beneficiary) and (B) pursuant to any
transfer to any organization, which transfer qualifies for the federal income
tax charitable deduction at the time of such transfer; provided that in the case
of (A) or (B) above, the transferee is then bound by or agrees to be bound by
the restrictions described in this paragraph from the date of such transfer
until August 4, 1997. In addition, the Maclellan Stockholders agreed that,
without the prior written consent of Morgan Stanley on behalf of the under-
writers, such stockholders will not, prior to August 4, 1997, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock.
* * *
Apart from the foregoing, Mrs. Heffner currently has no plan or proposal,
as a stockholder of the Issuer, which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
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(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) any action similar to any of those enumerated above.
However, such plans or proposals may have been considered, and may from time to
time hereafter be considered, by Mrs. Heffner in her capacity as a director of
the Issuer.
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Item 5. Interest in Securities of the Issuer
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Mrs. Heffner is the beneficial owner of an aggregate of
11,944,234 shares of Common Stock, or approximately 17.81% of the 67,048,106
shares of Common Stock which, the Issuer's transfer agent has advised Mrs.
Heffner, were outstanding on May 6, 1997 (plus the 2,500 issuable shares
referred to in paragraph (1) below). Of these shares, Mrs. Heffner:
(1) is the direct beneficial owner of, and has sole voting and
dispositive power with respect to, 460,102 shares of Common Stock,
including 2,500 shares issuable to her upon exercise of options granted to
her as a non-employee director of the Issuer;
(2) may be deemed an indirect beneficial owner of 8,027,156 shares of
Common Stock held by the Foundation, of which Mrs. Heffner is a trustee and
as such shares voting and dispositive power over such shares with
co-trustees Ronald W. Blue, Frank A. Brock, G. Richard Hostetter, Hugh O.
Maclellan, Jr., Kathrina H. Maclellan, Robert H. Maclellan and A.S.
MacMillan;
(3) may be deemed an indirect beneficial owner of 1,253,095 shares of
Common Stock held by the Maclellan Trusts, of which Mrs. Heffner is a
trustee and as such shares voting power over such shares with co-trustees
Hugh
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O. Maclellan, Jr. and Thomas H. McCallie, III and shares dispositive power
over such shares with co-trustees Hugh O. Maclellan, Jr., Thomas H.
McCallie, III and SunTrust Bank Chattanooga, N.A.;
(4) may be deemed an indirect beneficial owner of 820,000 shares of
Common Stock held by six trusts of which Mrs. Heffner is a trustee and as
such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares
dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr.,
Lee S. Anderson and John C. Stophel;
(5) may be deemed an indirect beneficial owner of 50,000 shares of
Common Stock held by the estate of her father, Hugh O. Maclellan, Sr., of
which Mrs. Heffner is an executor and as such shares dispositive power over
such shares with co-executors Hugh O. Maclellan, Jr. and A.S. MacMillan;
(6) may be deemed an indirect beneficial owner of 148,340 shares of
Common Stock held by two trusts of which Mrs. Heffner is a trustee and as
such has sole voting power over such shares and shares dispositive power
over such shares with co-trustee SunTrust Bank Chattanooga, N.A.;
(7) may be deemed an indirect beneficial owner of 392,706 shares of
Common Stock held by the Hugh and Charlotte Maclellan Charitable Trust, of
which Mrs. Heffner is a trustee and as such shares voting and dispositive
power over such shares with co-trustees Lee S. Anderson, Frank A.
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Brock, Henry A. Henegar, Hugh O. Maclellan, Jr. and John C. Stophel;
(8) may be deemed an indirect beneficial owner of 69,200 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
shares voting and dispositive power over such shares with co-trustee Hugh
O. Maclellan, Jr.;
(9) may be deemed an indirect beneficial owner of 67,200 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares
dispositive power with co-trustees Hugh O. Maclellan, Jr. and U.S. Trust
Company of Florida Savings Bank;
(10) may be deemed an indirect beneficial owner of 61,740 shares of
Common Stock held by two trusts of which Mrs. Heffner is a trustee and as
such shares dispositive power over such shares with co-trustee Hugh O.
Maclellan, Jr.;
(11) may be deemed an indirect beneficial owner of 300,000 shares of
Common Stock held by the Heffner Trust, of which Mrs. Heffner is a trustee
and as such has sole voting power over such shares and shares dispositive
power over such shares with co-trustee Richard L. Heffner; and
(12) may be deemed an indirect beneficial owner of 294,695 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
has sole voting power over
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such shares and shares dispositive power over such shares with co-trustee
SunTrust Bank Chattanooga, N.A.
On the basis of the foregoing, Mrs. Heffner may be deemed to have sole
voting power over 1,203,137 shares of Common Stock, shared voting power over
10,629,357 shares of Common Stock, sole dispositive power over 460,102 shares of
Common Stock, and shared dispositive power over 11,484,132 shares of Common
Stock.
Richard L. Heffner, Mrs. Heffner's husband, is the direct beneficial owner
of 32,832 shares of Common Stock, as to which shares Mrs. Heffner disclaims
beneficial ownership.
Certain members of the Maclellan family, including Mrs. Heffner, and trusts
and charitable organizations affiliated with them have been prominent in the
stock ownership and management of the Issuer and its predecessor companies since
1887. Mrs. Heffner hereby disclaims that she and other members of the Maclellan
family constitute a "group" of beneficial owners of Common Stock as such term is
used in Section 13(d) of the Exchange Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
The following information required by Item 2 of Schedule 13D is provided to
the best of Mrs. Heffner's knowledge with respect to those persons named above
in this Item 5 who share voting and/or dispositive power with Mrs. Heffner over
any shares of Common Stock:
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The Maclellan Foundation, Inc. (the "Foundation"), a Tennessee corporation,
is a charitable organization treated as a private foundation for federal income
tax purposes. The address of its principal business and principal office is 501
Provident Building, One Fountain Square, Chattanooga, Tennessee 37402.
SunTrust Bank Chattanooga, N.A. is a national banking association. The
address of its principal business and principal office is the SunTrust Bank
Building, 736 Market Street, Chattanooga, Tennessee 37401. SunTrust Bank
Chattanooga is a wholly-owned subsidiary of SunTrust Banks, Inc., a Georgia
corporation and bank holding company the principal office of which is located at
25 Park Place N.E., Atlanta, Georgia 30303. Additional information concerning
SunTrust Banks, Inc. and its management can be found in the reports filed by it
pursuant to Section 13(a) of the Exchange Act (Commission File No. 1-8918).
U.S. Trust Company of Florida Savings Bank is a savings bank organized
under the laws of Florida. The address of its principal business and principal
office is 132 Royal Palm Way, Palm Beach, Florida 33480. U.S. Trust Company of
Florida Savings Bank is a wholly-owned subsidiary of U.S. Trust Corporation, a
New York corporation and bank holding company, the principal office of which is
located at 114 West 47th Street, New York, New York 10036-1532. Additional
information concerning U.S. Trust Corporation and its management can be found in
the reports filed by it pursuant to Section 13(a) of the Exchange Act
(Commission File No. 0-20469).
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Lee S. Anderson is principally employed as the Managing Editor of the
Chattanooga News-Free Press, the principal address of which is 400 E. 11th
Street, Chattanooga, Tennessee 37402.
Ronald W. Blue is principally employed as Managing Partner of Ronald Blue &
Associates, a financial planning firm, the principal address of which is Suite
600, 1100 Johnson Ferry Road N.E., Atlanta, Georgia 30342.
Frank A. Brock is principally employed as President of Covenant College,
the principal address of which is Scenic Highway, Lookout Mountain, Georgia
30750.
Richard L. Heffner is retired. His residence address is 3655 Randall Hall,
N.W., Atlanta, Georgia 30327.
Henry A. Henegar is principally employed as Executive Director of the
Chattanooga Bible Institute, the principal address of which is 1001 McCallie
Avenue, Chattanooga, Tennessee 37403.
G. Richard Hostetter is principally employed as a partner in Whitfield,
Mills, Ragland & Hostetter, Inc., an investment firm, the principal address of
which is 309 High Street, Chattanooga, Tennessee 37401.
Hugh O. Maclellan, Jr. is principally employed as Chairman of the Executive
Committee of the Board of Directors of the Issuer and certain of its
subsidiaries. His business address is 501 Provident Building, One Fountain
Square, Chattanooga, Tennessee 37402. He is also a director of SunTrust Bank
Chattanooga and President and Treasurer of the Foundation (see above).
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Kathrina H. Maclellan is not currently employed. Her residence address is
125 Fairy Trail, Lookout Mountain, Tennessee 37350.
Robert H. Maclellan is principally employed as President of Pyramid Record
Group, Inc., a recording studio, the principal address of which is 1208 Lula
Lake Road, Lookout Mountain, Georgia 30750.
A.S. MacMillan is principally employed as President of Team Resources, a
management consulting firm, the principal address of which is River Edge One,
Suite 425, 5500 Interstate North Parkway N.W., Atlanta, Georgia 30328. He is
also a director of the Issuer.
Thomas H. McCallie, III is principally employed as Executive Director of
the Foundation (see above).
John C. Stophel is principally employed as a partner in the law firm of
Chambliss, Bahner & Stophel, P.C., the principal address of which is 1000 Tallan
Building, Two Union Square, Chattanooga, Tennessee 37402.
During the last five years, none of the above-listed persons, to the
knowledge of Mrs. Heffner, has been convicted in any criminal proceeding, or has
been a party to a civil proceeding as a result of which such person was or is
subject to a judgment, decree or final order either enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
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Each of the above-listed persons who is a natural person is, to Mrs.
Heffner's knowledge, a citizen of the United States of America.
(c) Neither Mrs. Heffner nor, to her knowledge, any of the persons named
above in Item 5(a) and (b), effected any transactions in the Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
On February 25, 1997, the board of trustees of the Foundation granted to
Hugh O. Maclellan, Jr., as President of the Foundation, a revocable proxy to
vote the shares of Common Stock held by the Foundation during 1997 and until the
1998 Annual Meeting of the Foundation. Substantially identical proxies have been
granted in past years to Hugh O. Maclellan, Jr. and his father, Hugh O.
Maclellan, Sr. A copy of the resolution of the Foundation's trustees conferring
such proxy in 1996 was filed with Amendment No. 1 to this Statement as Exhibit 1
to this Statement and is incorporated herein by reference.
The descriptions of the Voting Agreement, the Family Stockholder Agreement,
the Supplementary Agreement, the Registration Rights Agreement and the Lock-Up
Agreement appearing
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in Item 4 of this Amendment No. 2 are hereby incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 2* - 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, which
Agreement was filed with the Securities
and Exchange Commission as Exhibit E to
the Merger Agreement, which is Annex A to
the Joint Proxy Statement/Prospectus of
the Issuer and Revere dated November 27,
1996. Such Joint Proxy Statement/
Prospectus is Part I of the Registration
Statement on Form S-4 of the Issuer
(Registration No. 333-17085).
Exhibit 3* - Family Stockholder Agreement dated as of
May 31, 1996, among Zurich Insurance Company,
the Maclellan Foundation, Inc. and
the stockholders of Provident Companies,
Inc. listed on Schedule A thereto (the
"Maclellan Stockholders"), which Agreement
was filed with the Securities and
Exchange Commission as Exhibit 3 to the
Statement on Schedule 13D dated June 10,
1996, filed by Zurich Insurance Company
with respect to its beneficial ownership
of the Common Stock.
Exhibit 4 - Family Stockholder Supplementary Agreement
dated as of April 21, 1997, among
the Maclellan Stockholders.
Exhibit 5 - Registration Rights Agreement dated as of
May 31, 1996, by and among Provident
Companies Inc. and the stockholders of
Provident Companies, Inc. identified in
Schedule I thereto.
Exhibit 6 - Lock-Up Agreement dated May 5, 1997,
between Morgan Stanley & Co. Incorporated
and certain of the Maclellan Stock-
holders.
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*Incorporated herein by reference.
- 21 -
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 12, 1997
/s/Charlotte M. Heffner
-----------------------
Charlotte M. Heffner
- 22 -
EXHIBIT 4
<PAGE>
FAMILY STOCKHOLDER SUPPLEMENTARY AGREEMENT
FAMILY STOCKHOLDER SUPPLEMENTARY AGREEMENT, dated as of April 21, 1997,
among the stockholders listed on the signature pages hereof (each a
"Stockholder" and collectively the "Stockholders").
WHEREAS, each Stockholder is the owner of shares of common stock, par value
$1.00 per share, of Provident Companies, Inc. ("Company Common Stock");
NOW, THEREFORE, in consideration of the foregoing and the respective
agreements set forth herein, the parties hereby agree as follows:
1. Unsolicited Purchase Offer. Each Stockholder (a "Notifying Stockholder")
agrees that, in the event that it receives an unsolicited purchase offer from
Zurich Insurance Company or any other purchaser that it intends to accept, in
either case seeking to acquire more than $250,000 of Company Common Stock, it
shall use reasonable efforts to promptly notify all other Stockholders, by
telephone or other oral or written communication, specifying the number of
shares of Company Common Stock that the purchaser has offered to purchase and
the amount of consideration offered per share, and shall use its reasonable
efforts to permit the other Stockholders to participate with the Notifying
Stockholder in a sale of Company Common Stock to the purchaser. In the event
that one or more other Stockholders decides to participate in such a sale (each
such Stockholder and the Notifying Stockholder individually an "Interested
Seller" and collectively the "Interested Sellers") and the aggregate number of
shares of Company Common Stock that all such Interested Sellers desire to sell
exceeds the purchaser's offer, the number of shares of Company Common Stock to
be sold by each Interested Seller will be in the same proportion that the number
of shares offered for sale by each Interested Seller bears to the total number
of shares offered for sale by all Interested Sellers, so that the resultant
aggregate number of shares to be offered for sale shall be equal to the
purchaser's offer.
2. Initiating a Sale. Notwithstanding the provisions of paragraph 1 of this
Agreement, any Stockholder may initiate and consummate a sale of Company Common
Stock to any person.
3. Termination. This Agreement shall terminate upon the termination of the
Family Stockholder Agreement.
<PAGE>
4. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes all prior agreements and
understandings, written or oral, with respect to the subject matter hereof.
(b) Amendments; Waivers. This Agreement may be amended or modified, and any
of the terms, covenants or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance. Any waiver by any party of any condition, or of the
breach of any provision, term or covenant contained in this Agreement, in any
one or more instances, shall not be deemed to be nor construed as furthering or
continuing waiver of any such condition, or of the breach of any other
provision, term or covenant of this Agreement.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee, without giving effect to
conflicts of laws principles thereof.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.
[Remainder of page intentionally blank]
- 2 -
<PAGE>
FSS-1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
/s/Hugh O. Maclellan, Jr.
-------------------------
Hugh O. Maclellan, Jr.
/s/Kathrina H. Maclellan
------------------------
Kathrina H. Maclellan
/s/Charlotte M. Heffner
-----------------------
Charlotte M. Heffner
[Note: Certain signature pages not containing Mrs. Heffner's signature have
been omitted from this filing.]
<PAGE>
FSS-2
THE R.J. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY (#2151)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
FSS-3
THE R.J. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY TRUST
(#215109)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
FSS-4
THE R.J. MACLELLAN TRUST FOR THE
HUGH O. MACLELLAN, SR. FAMILY
(#2152)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
FSS-5
THE R.J. MACLELLAN TRUST FOR THE
H.O. MACLELLAN, SR. FAMILY (#215209)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
FSS-6
THE CORA L. MACLELLAN TRUST FOR
THE R.L. MACLELLAN FAMILY (#2155)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
FSS-7
THE CORA L. MACLELLAN TRUST FOR
THE R.L. MACLELLAN FAMILY (#215509)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
FSS-8
THE CORA L. MACLELLAN TRUST FOR
THE HUGH O. MACLELLAN, SR. FAMILY
(#2156)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
FSS-9
THE CORA L. MACLELLAN TRUST FOR
THE H.O. MACLELLAN, SR. FAMILY
(#215609)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
FSS-10
THE R.J. MACLELLAN TRUST FOR THE
MACLELLAN FOUNDATION, INC. (#2150)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/R.A. Duke, Jr.
-------------------
Name: R.A. Duke, Jr.
Title: President
By/s/Dudley Porter
------------------
Name: Dudley Porter
Title: Trustee
<PAGE>
FSS-12
THE MACLELLAN FOUNDATION
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Frank A. Brock
-------------------
Name: Frank A. Brock
Title: Trustee
By/s/G. Richard Hostetter
-------------------------
Name: G. Richard Hostetter
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Ronald W. Blue
-------------------
Name: Ronald W. Blue
Title: Trustee
By/s/A.S. (Pat) MacMillan
-------------------------
Name: A.S. (Pat) MacMillan
Title: Trustee
<PAGE>
FSS-14
THE HUGH AND CHARLOTTE
MACLELLAN CHARITABLE TRUST
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Henry A. Henegar
---------------------
Name: Henry A. Henegar
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/Frank A. Brock
-------------------
Name: Frank A. Brock
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-16
ESTATE OF HUGH O. MACLELLAN, SR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Executor
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Executor
By/s/A.S. (Pat) MacMillan
-------------------------
Name: A.S. (Pat) MacMillan
Title: Executor
/s/Hugh O. Maclellan, Jr.
-------------------------
Charlotte F. Maclellan
By Hugh O. Maclellan, Jr.,
Attorney-in-fact
<PAGE>
FSS-17
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR THE PRIMARY BENEFIT OF
CHARLOTTE M. HEFFNER
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By U.S. Trust Company of Florida,
Trustee
By/s/Howard E.N. Wilson
-----------------------
Name: Howard E.N. Wilson
Title: Regional President
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR H.O. MACLELLAN, JR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
<PAGE>
FSS-18
TRUST OF H.O. MACLELLAN, SR. FOR
THE BENEFIT OF GREAT GRANDCHILDREN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
<PAGE>
FSS-27
IRREVOCABLE INSURANCE TRUST OF
HUGH O. MACLELLAN, SR. DATED 1/31/67
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
THE H.O. MACLELLAN, SR. CHARITABLE
INC. TRUST DATED 11/29/83 FOR THE
BENEFIT OF ELIZABETH MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Charlotte F. Maclellan
Title: Trustee
By Hugh O. Maclellan, Jr.,
Attorney-in-fact
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-28
CHARITABLE INCOME (LEAD) TRUST U/A
HUGH O. MACLELLAN, SR. DATED
12/31/76 FOR THE BENEFIT OF
CHRISTOPHER H. MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-29
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF CATHERINE H.
MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-30
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF DANIEL O.
MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-31
CHARITABLE INCOME (LEAD) TR U/A H.O.
MACLELLAN, SR. DATED 12/31/76 FOR
THE BENEFIT OF ELIZABETH MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-37
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF RICHARD L.
HEFFNER, JR.
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By NationsBank,
Trustee
By/s/Larry D. Putnam
--------------------
Name: Larry D. Putnam
Title: Executive Vice President-
Trust
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF THOMAS M.
HEFFNER
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By NationsBank,
Trustee
By/s/Larry D. Putnam
--------------------
Name: Larry D. Putnam
Title: Executive Vice President-
Trust
<PAGE>
FSS-38
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR TRUST DATED
12/31/76 FOR THE BENEFIT OF
RICHARD L. HEFFNER, JR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-39
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR DATED 12/31/76
FOR THE BENEFIT OF THOMAS
MACLELLAN HEFFNER
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
FSS-40
TRUST U/A H.O. MACLELLAN SENIOR
DATED 12/9/48 FOR THE BENEFIT
OF CHARLOTTE M. HEFFNER
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
<PAGE>
FSS-41
CHARLOTTE M. HEFFNER AND RICHARD L.
HEFFNER, SR. TRUSTEES FOR THE
BENEFIT OF RICHARD L. HEFFNER, SR.
DATED 1/26/96
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Richard L. Heffner, Sr.
----------------------------
Name: Richard L. Heffner, Sr.
Title: Trustee
/s/Richard L. Heffner, Sr.
--------------------------
Richard L. Heffner, Sr.
IRREVOCABLE TRUST DATED 12/3/64 OF
H.O. MACLELLAN, SR. FOR THE BENEFIT
OF THOMAS MACLELLAN HEFFNER
By/s/Richard L. Heffner, Sr.
----------------------------
Name: Richard L. Heffner, Sr.
Title: Trustee
IRREVOCABLE TRUST DATED 6/1/62 OF
H.O. MACLELLAN, SR. FOR THE BENEFIT
OF RICHARD L. HEFFNER, JR.
By/s/Richard L. Heffner, Sr.
----------------------------
Name: Richard L. Heffner, Sr.
Title: Trustee
EXHIBIT 5
<PAGE>
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of May 31, 1996, by and among
Provident Companies, Inc., a Delaware corporation (the "Company"), and the
stockholders of the Company identified on Schedule I hereto (each a "Holder" and
collectively the "Holders").
The Holders are the holders of an aggregate of approximately 53% of the
outstanding voting common stock, par value $1.00 per share, of the Company
("Company Common Stock"). The Company has previously granted to Textron Inc.
("Textron") certain registration rights under a registration rights agreement
dated as of April 29, 1996 (the "Textron Registration Rights Agreement") with
respect to shares of Company Common Stock to be received by Textron in
connection with the merger (the "Merger") of Patriot Acquisition Corporation, a
wholly owned subsidiary of the Company ("Newco"), with and into The Paul Revere
Corporation ("Paul Revere") pursuant to the terms and conditions of an Agreement
and Plan of Merger, dated as of April 29, 1996, by and among the Company, Newco
and Paul Revere (the "Merger Agreement"). Contemporaneous with the execution of
this Agreement, the Company is granting to Zurich Insurance Company ("Zurich")
certain registration rights under a Registration Rights Agreement, dated as of
the date hereof (the "Zurich Registration Rights Agreement"), with respect to
shares of Company Common Stock to be issued to Zurich pursuant to a Common Stock
Purchase Agreement, dated as of the date hereof, by and between the Company and
Zurich (the "Zurich Purchase Agreement"). As an inducement to the Holders to
enter into the Family Stockholder Agreement contemplated by the Zurich Purchase
Agreement, which is a condition for consummation of the transactions
contemplated by the Zurich Purchase Agreement, the Company and the Holders
desire to provide for certain registration rights with respect to the shares of
Company Common Stock held by the Holders.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein, the parties hereby agree as follows:
Section 1. Registration on Request.
1.1 Notice. Subject to the terms and conditions set forth herein, at any
time or from time to time after the effective time of the Merger, upon written
notice of one or more Holders requesting that the Company effect the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of all or part of the Registrable Securities (as defined in Section 7
hereof) held by such Holders (each a "Requesting Holder"), which notice shall
specify the intended method or methods of disposition of such Registrable
Securities, the Company will (i) promptly give written notice of the proposed
registration to all Holders and (ii) use its reasonable best efforts to effect
(at the earliest practicable date) the registration,
<PAGE>
under the Securities Act, of such Registrable Securities for disposition in
accordance with the intended method or methods of disposition stated in such
request, together with all or such portion of the Registrable Securities of any
Holder or Holders joining in such request as are specified in a written request
received by the Company within 10 business days after written notice from the
Company is given under clause (i) above (each of such joining Holders also being
referred to as a "Requesting Holder"), provided that:
(a) if the Company shall have previously effected a registration with
respect to Registrable Securities pursuant to Section 2 hereof on behalf of
a Requesting Holder or Holders, the Company shall not be required to effect
any registration pursuant to this Section 1 until a period of 180 days
shall have elapsed from the effective date of the most recent such previous
registration; provided, that if, in the most recent such previous
registration, participation by such Requesting Holder or Holders pursuant
to Section 2 hereof shall not have been to the extent requested by such
Requesting Holder or Holders pursuant to Section 2 hereof, then the Company
shall not be required to effect any registration pursuant to this Section 1
until a period of 90 days shall have elapsed from the effective date of the
most recent such previous registration;
(b) if, upon receipt of a registration request pursuant to this
Section 1, the Company is advised in writing (with a copy to each
Requesting Holder) by a recognized national independent investment banking
firm selected by the Company that, in such firm's opinion, a registration
at the time and on the terms requested would adversely affect any public
offering of securities of the Company by the Company (other than in
connection with employee benefit and similar plans) or by or on behalf of
any shareholder of the Company exercising a demand registration right
(collectively, a "Company Offering") with respect to which the Company has
commenced preparations for a registration prior to the receipt of a
registration request pursuant to this Section 1, the Company shall not be
required to effect a registration pursuant to this Section 1 until the
earlier of (i) 30 days after the completion of such Company Offering, (ii)
promptly after any abandonment of such Company Offering or (iii) 60 days
after the date of receipt of a registration request pursuant to this
Section 1; provided, however, that the periods during which the Company
shall not be required to effect a registration pursuant to this Section 1
together with any periods of suspension under Section 3.3 hereof may not
exceed 90 days in the aggregate during any period of 12 consecutive months;
(c) if, while any registration request pursuant to this Section 1 is
pending, the Company determines in the good faith judgment of the principal
securities counsel or outside securities counsel of the Company that the
filing of a registration statement would require disclosure of material
information which the Company has a bona fide business purpose for
preserving as confidential, the Company shall not be required to effect a
registration pursuant to this Section 1 until the earlier of (i) the date
upon which such material information is disclosed to the public or ceases
to be material or (ii) 30 days after the Company makes such good faith
determination; and
2
<PAGE>
(d) the Holders (together with all transferees of the Holders as
contemplated by Section 6 hereof) shall have the right to exercise
registration rights pursuant to this Section 1 up to a number of times
equal to eight (8) plus the number of Blackout Termination Rights (as
defined in Section 3.3(b) hereof) provided for by Section 3.3(b); provided,
that a registration will not count as an exercise of registration rights
under this Section 1 until the registration statement relating to such
exercise has become effective; provided, further that the Holders shall not
have the right to exercise registration rights pursuant to this Section 1
more than one (1) time plus the number of Blackout Termination Rights
provided for by Section 3.3(b) during any 6-month period; provided, further
that the number of shares of Company Common Stock registered pursuant to
any registration requested pursuant to this Section 1 shall be no less than
the least of (i) Registrable Securities having an aggregate expected
offering price of $10 million (before any underwriting discounts and
commissions) and (ii) the number of shares of Common Stock held by all
Holders (including any transferees entitled to registration rights
hereunder); and provided, further that the Holders shall utilize any
Blackout Termination Rights before their other registration rights
hereunder.
1.2 Inclusion of Other Securities in Registration. The number of
Registrable Securities to be included in a registration of Registrable
Securities pursuant to Section 1.1 shall not be reduced as a result of the
inclusion in such registration of Company Common Stock pursuant to a request of
any holder thereof exercising incidental registration rights similar to those
set forth in Section 2 hereof. If the registration pursuant to Section 1.1 is an
underwritten offering and the managing underwriter advises the Holders in
writing that such incidental registration would interfere with the successful
marketing of the securities being distributed by such underwriters and requires
a limitation on the number of shares to be underwritten, the securities of the
Company held by Persons (as defined in Section 7 hereof) who, by virtue of
agreements with the Company, are entitled to include their securities in a
registration of Registrable Securities hereunder (the "Other Stockholders")
shall be excluded from such registration to the extent so required by such
limitation. If, after the exclusion of such shares, further reductions are still
required, the number of shares included in the registration by each Holder shall
be reduced on a pro rata basis (based on the number of shares held by such
Holder), by such minimum number of shares as is necessary to comply with such
request. No Registrable Securities or any other securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. If any Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of the
underwriting, such Person may elect to withdraw therefrom by written notice to
the Company, the underwriter and the Requesting Holders. The securities so
withdrawn shall also be withdrawn from registration. If the managing underwriter
has not limited the number of Registrable Securities or other securities to be
underwritten, the Company and officers and directors of the Company may include
its or their securities for its or their own account in such registration if the
managing underwriter so agrees and if the number of Registrable Securities and
other securities which would otherwise have been included in such registration
and underwriting will not thereby be limited.
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1.3 Registration Expenses. Registration Expenses (as defined in Section 7
hereof) for any registration requested pursuant to this Section 1 shall be paid
by the Company, except that with respect to any such registration the Company
shall not bear underwriting discounts or commissions; provided, however, that
if, as a result of the withdrawal of a request for registration by any of the
Holders, as applicable, the registration statement does not become effective,
the Holders and any Other Stockholders of Common Stock requesting registration
may elect to bear the Registration Expenses (pro rata on the basis of the number
of their shares so included in the registration request, or on such other basis
as such Holders and such Other Stockholders may agree), in which case such
registration shall not be counted as a registration pursuant to Section 1.
Section 2. Incidental Registration.
2.1 Notice and Registration. If the Company proposes to register any of its
Voting Equity Securities (as defined in Section 7 hereof) ("Other Securities")
for public sale under the Securities Act (whether proposed to be offered for
sale by the Company or any other Person ("Intended Seller")), on a form and in a
manner which would permit registration of Registrable Securities for sale to the
public under the Securities Act, the Company will give prompt written notice to
the Holders of its intention to do so, and upon the written request of a Holder
delivered to the Company within 10 business days after the giving of any such
notice (which request shall specify the amount of Registrable Securities
intended to be disposed of by such Holder and the intended method of disposition
thereof), the Company will use its reasonable best efforts to effect, in
connection with the registration of the Other Securities, the registration under
the Securities Act of all Registrable Securities which the Company has been so
requested to register by each such Holder, to the extent required to permit the
disposition (in accordance with the intended method or methods thereof as
aforesaid) of Registrable Securities so to be registered; provided that:
(i) if, at any time after giving such written notice of its intention
to register any Other Securities and prior to the effective date of the
registration statement filed in connection with such registration, the
Company shall determine for any reason not to register the Other Securities
the Company may, at its election, give written notice of such determination
to each Holder requesting inclusion in such registration and thereupon the
Company shall be relieved of its obligation to register such Registrable
Securities in connection with the registration of such Other Securities
(but not from its obligation to pay Registration Expenses to the extent
incurred in connection therewith as provided in Section 2.2 hereof),
without prejudice, however, to the rights (if any) of one or more Holders
immediately to request that such registration be effected as a registration
under Section 1 hereof;
(ii) the Company shall not be required to effect any registration of
Registrable Securities under this Section 2 incidental to the registration
of any of its securities solely in connection with mergers, acquisitions,
exchange offers, recapitalizations, reclassifications, subscription offers,
dividend reinvestment plans or stock option or other benefit plans or
pursuant to the shelf registration rights of Zurich (except to the extent
expressly contemplated by the Zurich Registration Rights Agreement); and
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(iii) in the event that one or more Holders requests the registration
of Registrable Securities in connection with any underwritten registration
of Other Securities and the managing underwriter of such registration
informs such Holders and any other holder of securities of the Company
requesting registration in connection with such registration of Other
Securities in writing of its belief that the distribution of all or a
specified number of such Registrable Securities concurrently with the
securities being distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such
underwriters (such writing to state the basis of such belief and the
approximate number of such Registrable Securities which may be distributed
without such effect), then the Company shall so advise all holders of
securities requesting registration, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall
be allocated in the following manner: the securities of the Company held by
officers, directors and Other Stockholders of the Company (other than
securities held by Existing Holders or holders who by contractual right
demanded such registration ("Demanding Holders")) shall be excluded from
such registration and underwriting to the extent required by such
limitation, and, if a limitation on the number of shares is still required,
the number of shares that may be included in the registration and
underwriting by each of the Holders, Existing Holders which are not
Demanding Holders with respect to such registration and Demanding Holders
with respect to such registration which are not Existing Holders shall be
reduced, on a pro rata basis (based on the number of shares held by such
holder), by such minimum number of shares as is necessary to comply with
such limitation; provided, however, that in the event that an Existing
Holder is a Demanding Holder with respect to such registration, the number
of shares of Registrable Securities proposed to be included in any such
registration by each Holder shall be reduced on a pro rata basis (based on
the number of shares held by such holder) prior to any reduction in the
number of shares to be included in such registration by such Demanding
Holder. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
No registration of Registrable Securities effected under this Section 2 shall
relieve the Company of its obligation to effect a registration of Registrable
Securities pursuant to Section 1.
2.2 Registration Expenses. The Company (as between the Company and the
Holders) will pay all Registration Expenses in connection with any registration
pursuant to this Section 2, except that with respect to any such registration,
the Company shall not bear underwriting discounts or commissions.
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Section 3. Registration Procedures.
3.1 Registration and Qualification. If and whenever the Company is required
to use its reasonable best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 1 and 2 hereof, the
Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement under the Securities Act
regarding Registrable Securities to be offered;
(b) prepare and file with the Securities and Exchange Commission
("SEC") such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep
such registration statement effective and to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable
Securities until the earlier of (i) such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of
disposition by Holder set forth in such registration statement or (ii) the
expiration of 180 days after such registration statement becomes effective
(plus such additional days as may be provided under Section 3.3(c)), but in
no event more than nine months after such registration statement becomes
effective;
(c) advise each Holder participating in such registration
("Participating Holder") and any underwriter promptly and, if requested by
such Persons, confirm such advice in writing, (i) when such registration
statement and the prospectus used in connection therewith has been filed,
and, with respect to any supplement to the registration statement or any
post-effective amendment thereto, when the same has become effective, (ii)
of any request by the SEC for amendments to such registration statement or
amendments or supplements to such prospectus or for additional information
relating thereto, or (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of such registration statement under the
Securities Act or of the suspension by any state securities commission of
the qualification of any Registrable Securities for offering or sale in any
jurisdiction or of the initiation of any proceeding for any of the
preceding purposes. If at any time the SEC shall issue any stop order
suspending such effectiveness of such registration statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the
Registrable Securities under state securities or blue sky laws, the Company
shall use its reasonable best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;
(d) furnish to each Participating Holder, and to any underwriter
before filing with the SEC, copies of such registration statement and such
prospectus included therein and any amendments and supplements thereto
(including all documents incorporated by reference prior to the
effectiveness of such registration statement), which documents, other than
documents incorporated by reference, will be subject to the review of such
Participating Holders and any such underwriter for a period of at least
five business days, and the Company shall not file such registration
statement or such
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prospectus or any amendment or supplement to such registration statement
or prospectus to which such Participating Holders or any such underwriter
shall reasonably object within five business days after the receipt
thereof; Participating Holders or underwriters, if any, shall be deemed
to have reasonably objected to such filing only if the registration
statement, amendment, prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;
(e) to the extent practicable, promptly prior to the filing of any
document that is to be incorporated by reference into registration
statement or such prospectus subsequent to the effectiveness thereof, and
in any event no later than the date such document is filed with the SEC,
provide copies of such document to each Participating Holder, if requested,
and to any underwriter, make representatives of the Company available for
discussion of such document and other customary due diligence matters, and
include such information in such document prior to the filing thereof as
such Participating Holders or any such underwriter reasonably may request;
(f) make available at reasonable times for inspection by each
Participating Holder, any underwriter participating in any disposition
pursuant to such registration statement and any attorney or accountant
retained by Participating Holders or any such underwriter, all financial
and other records, pertinent corporate documents and properties of the
Company and cause the officers, directors and employees of the Company to
supply all information reasonably requested by Participating Holders and
any such underwriters, attorneys or accountants in connection with the
registration statement subsequent to the filing thereof and prior to its
effectiveness;
(g) if requested by any Participating Holder or any underwriter,
promptly incorporate in such registration statement or prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information
as such Participating Holder and any underwriter may reasonably request to
have included therein, including, without limitation, information relating
to the "plan of distribution" of the Registrable Securities, information
with respect to the principal amount or number of shares of Registrable
Securities being sold to such underwriter, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities
to be sold in such offering and make all required filings of any such
prospectus supplement or post-effective amendment as soon as practicable
after the Company is notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment;
(h) use its reasonable best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or
authorities as may be necessary in the opinion of counsel to the Company
and counsel to the Holders of Registrable Securities to enable the Holders
thereof to consummate the disposition of such Registrable Securities;
(i) furnish to each Participating Holder and to any underwriter of
such Registrable Securities such number of conformed copies of the
registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus included in such registration statement
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(including each preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act, such documents
incorporated by reference in such registration statement or prospectus,
and such other documents as such Participating Holder or such underwriter
may reasonably request; and promptly notify each Participating Holder of
Registrable Securities covered by a registration statement of the receipt
by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, and at the request of any such Participating
Holder promptly prepare and furnish to it a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to those purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein in the light of the
circumstances under which they were made, not misleading;
(j) use its reasonable best efforts to register or qualify all
Registrable Securities covered by such registration statement under such
other securities or blue sky laws of such United States jurisdictions as a
Participating Holder or any underwriter of such Registrable Securities
shall reasonably request, to keep such registration or qualification in
effect for so long as the applicable registration statement remains in
effect and do any and all other acts and things which may be necessary or
advisable to enable such Participating Holder or any underwriter to
consummate the disposition in such jurisdictions of its Registrable
Securities covered by such registration statement, except that the Company
shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction where it is not so
qualified, or to subject itself to taxation in any such jurisdiction, or to
consent to general service of process in any such jurisdiction;
(k) (i) furnish to each Participating Holder, addressed to it, an
opinion of counsel for the Company, dated the date of the closing under the
underwriting agreement, if any, or the date of effectiveness of the
registration statement if such registration is not an underwritten
offering, and (ii) use its reasonable best efforts to furnish to each
Participating Holder, addressed to it, a "cold comfort" letter signed by
the independent certified public accountants who have certified the
Company's financial statements included in such registration statement
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' letters delivered to underwriters in
underwritten public offerings of securities and such other matters as such
Participating Holder may reasonably request; and
(l) immediately notify each Participating Holder at any time when a
prospectus relating to a registration pursuant to Section 1 or 2 hereof is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated
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therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and at the
request of a Participating Holder prepare and furnish to such
Participating Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they are made, not misleading; and
(m) provide promptly to each Participating Holder upon request any
document filed by the Company with the SEC pursuant to the requirements of
Section 13 and Section 15 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The Company may require a Participating Holder to furnish the Company such
information regarding such Participating Holder and the distribution of such
securities as the Company may from time to time reasonably request in writing
and as shall be required by law or by the SEC or the National Association of
Securities Dealers , Inc. ("NASD") in connection with any registration.
3.2 Underwriting. (a) If a registration requested pursuant to Section 1
involves an underwritten offering, the underwriter or underwriters thereof shall
be selected by a majority in interest of the Requesting Holders (provided that
the book-running and other managing underwriters shall be reasonably
satisfactory to the Company). If requested by any underwriters for any
underwritten offering of Registrable Securities pursuant to a registration
requested hereunder, the Company will enter into an underwriting agreement with
such underwriters for such offering, such agreement to contain such
representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, indemnities and
contribution to the effect and to the extent provided in Section 5 hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 3.1(k). The Requesting Holders on whose behalf
Registrable Securities are to be distributed by such underwriters shall be
parties to any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
such Requesting Holders.
(b) In the event that any registration pursuant to Section 2 hereof shall
involve, in whole or in part, an underwritten offering, the Company may require
(but is not obligated to require) Registrable Securities requested to be
registered pursuant to Section 2 to be included in such underwriting on the same
terms and conditions as shall be applicable to the Other Securities being sold
through underwriters under such registration. In such case, the Participating
Holders on whose behalf Registrable Securities are to be distributed by such
underwriters shall be parties to any such underwriting agreement. Such agreement
shall contain such representations and warranties by each such Participating
Holder and such other terms and provision as are customarily contained in
underwriting agreement with respect to secondary distribution, including,
without limitation, indemnities and contribution to the
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effect and to the extent provided in Section 5 hereof. The representations and
warranties in such underwriting agreement by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters shall also be
made to and for the benefit of such Participating Holders.
3.3 Blackout Periods. (a) At any time when a registration statement
effected pursuant to Section 1 hereunder relating to Registrable Securities is
effective, upon written notice from the Company to each Requesting Holder that
either:
(i) the Company has determined to engage in a Company Offering and has
been advised in writing (with a copy to each Requesting Holder) by a
recognized national independent investment banking firm selected by the
Company that, in such firm's opinion, Requesting Holder's or Holders' sale
of Registrable Securities pursuant to the registration statement would
adversely affect the Company's own immediately planned Company Offering (a
"Transaction Blackout"); or
(ii) the Company determines in the good faith judgment of the
principal securities counsel or outside securities counsel of the Company
that Requesting Holder's sale of Registrable Securities pursuant to the
registration statement would require disclosure of material information
which the Company has a bona fide business purpose for preserving as
confidential (an "Information Blackout"),
Requesting Holder shall suspend sales of Registrable Securities pursuant to
such registration statement until the earlier of:
(X) (i) in the case of a Transaction Blackout, the earlier of (A)
30 days after the completion of such Company Offering, (B) the
termination of any "black out" period required by the underwriters to
be applicable to Requesting Holder, if any, in connection with such
the Company Offering, (C) promptly after abandonment of such Company
Offering and (D) 60 days after the date of the Company's written
notice of Transaction Blackout or
(ii) in the case of an Information Blackout, the earlier of (A)
the date upon which such material information is disclosed to the
public or ceases to be material or (B) 30 days after the Company makes
such good faith determination and
(Y) such time as the Company notifies such Requesting Holder that
sales pursuant to such registration statement may be resumed (the number of
days from such suspension of sales of Requesting Holder until the day when
such sales may be resumed hereunder is hereinafter called a "Sales Blackout
Period");
provided, that the Company may not impose a Transaction Blackout following the
printing and distribution of a preliminary prospectus in any underwritten public
offering of Registrable Securities pursuant to Section 1 until the termination
of the distribution of such Registrable Securities (except such suspension, not
to exceed 10 days, which results from an event that is not within the reasonable
control of the Company). Notwithstanding the provisions of this
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Section 3.3, the Company shall not suspend the registration rights set forth in
this Agreement at any time during which any similar rights of the Zurich
Insurance Company and Textron, Inc., or any successors thereof to such rights,
are not similarly suspended.
(b) Any delivery by the Company of notice of a Transaction Blackout or
Information Blackout (i) during the 90 days immediately following effectiveness
of any registration statement effected pursuant to Section 1 hereof or (ii)
which shall preclude any registration statement effected pursuant to Section 1
hereof from being effective for an aggregate period of 180 days (plus such
additional days as may be provided under Section 3.3(c)), during which period
there existed no applicable Transaction Blackout or Information Blackout, shall
give such Requesting Holders the right, by notice to the Company within 20
Business Days after the end of such blackout period, to cancel such registration
and obtain one additional registration right (a "Blackout Termination Right")
under Section 1.1(d).
(c) If there is a Transaction Blackout or an Information Blackout and
Requesting Holders do not exercise their cancellation right, if any, pursuant to
(b) above, or, if such cancellation right is not available, the time period set
forth in Section 3.1(b) shall be extended for a number of days equal to the
number of days in the Sales Blackout Period.
Section 4. Preparation; Reasonable Investigation.
4.1 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give each Holder whose
shares are included in such registration and the underwriters, if any, and their
respective counsel and accountants, such reasonable and customary access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such Holder and
such underwriters or their respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
Section 5. Indemnification and Contribution.
5.1 Indemnification and Contribution. (a) In the event of any registration
of any Registrable Securities hereunder, the Company will enter into customary
indemnification arrangements to indemnify and hold harmless each Holder whose
shares are included in such registration, such Holder's directors and officers,
each Person who participates as an underwriter in the offering or sale of such
securities, each officer or director of each underwriter, and each Person, if
any, who controls such seller or any such underwriter (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses,
joint or several, to which such Person may be subject under the Securities Act
or otherwise insofar as such losses, claims, damages, liabilities or expenses
(or actions or proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus included therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any omission or alleged
omission to state therein a
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material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company will reimburse each such Person for any
legal or any other expenses reasonably incurred by such Person in connection
with investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus or final
prospectus, or amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by such Holder or
any such underwriter for use in the preparation thereof. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such Holder or any such Person and shall survive the transfer of such
securities by such Holder. The Company also shall agree to provide such
provision for contribution as shall be reasonably requested by such Holder or
any underwriters in circumstances where such indemnity is held unenforceable.
(b) Each Holder whose shares are included in a registration, by virtue of
exercising its registration rights hereunder, agrees and undertakes to enter
into customary indemnification arrangements to indemnify and hold harmless (in
the same manner and to the same extent as set forth in clause (a) of this
Section 5) the Company, each director of the Company, each officer of the
Company who shall sign such registration statement, each Person who participates
as an underwriter in the offering or sale of such securities, each officer and
director of each underwriter and each Person, if any, who controls the Company
or any such underwriter within the meaning of the Securities Act, with respect
to any statement or omission from such registration statement,. any preliminary
prospectus or final prospectus included therein or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information furnished by such Holder to the Company for
inclusion in such registration statement or prospectus. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling Person and
shall survive the transfer of the registered securities by such Holder. Each
such Holder also shall agree to provide such provision or contribution as shall
reasonably be requested by the Company or any underwriters in circumstances
where such indemnity is held unenforceable; provided, that the obligations of
each of the Holders hereunder and under clause (f) of this Section 5 shall be
limited to an amount equal to the net proceeds to such Holder of securities sold
as contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party
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in such action, in which case the fees and expenses of one such counsel for all
Indemnified Parties shall be at the expense of the Indemnifying Party), and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 5 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (which consent shall
not be unreasonably withheld or delayed), consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom.
(d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue (or alleged
untrue) statement of a material fact or the omission (or alleged omission) to
state a material fact relates to information as supplied by the Indemnifying
Party or by the Indemnified Party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with any underwritten public offering contemplated by this
Agreement are in conflict with the foregoing provisions, the provisions in such
underwriting agreement shall be controlling.
(f) The foregoing indemnity agreement of the Company and Holders is subject
to the condition that, insofar as they relate to any loss, claim, liability or
damage made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the SEC at the time the registration statement
in question becomes effective or the amended prospectus filed with the SEC
pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity or
contribution agreement shall not inure to the benefit of any underwriter or
Holder (but only if such Holder was required to deliver such Final Prospectus)
if a copy of the Final Prospectus was furnished to the underwriter and was not
furnished to the Person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act.
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(g) Indemnification and contribution similar to that specified in the
preceding subdivisions of this Section 5 (with appropriate modifications) shall
be given by the Company and such Holders with respect to any required
registration or other qualification of such Registrable Securities under any
federal or state law or regulation of governmental authority other than the
Securities Act.
Section 6. Benefits of Registration Rights.
6.1 Benefits of Registration Rights. Each Holder and any transferees of
Registrable Securities permitted hereunder may jointly exercise the registration
rights hereunder in such manner and in such proportion as they shall agree among
themselves, provided that any such transferees shall be subject to and bound by
all of the terms and conditions hereof applicable to the Holders.
6.2 Non-exclusive Means of Sale. Nothing in this Agreement shall be deemed
to preclude any Holder from selling any Registrable Securities in accordance
with the provisions of Rule 144 (or any successor provision thereto) under the
Securities Act in accordance with the provisions hereof.
6.3 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC which may permit the sale of restricted
securities to the public without registration, the company agrees to: (i) make
and keep public information available as those terms are understood and defined
in Rule 144 under the Securities Act ("Rule 144"), at all times; (ii) use its
best efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and (iii) so long as a Holder owns any Registrable Securities, furnish to such
Holder upon request, a written statement by the Company as to its compliance
with the reporting requirements of Rule 144, and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as the Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing the Holder to sell any such securities without registration.
Section 7. Certain Definitions.
7.1 "Existing Holders," shall mean Textron or Zurich, and shall include any
transferees thereof who are entitled to registration rights from the Company
pursuant to the Textron Registration Rights Agreement or the Zurich Registration
Rights Agreement.
7.2 "Person," means an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.
7.3 "Registration Expenses," as used in this Agreement, means all expenses
incident to the Company's performance of or compliance with the registration
requirements set forth in this Agreement regardless of whether any such
registration becomes effective including, without limitation, the following: (i)
all fees, disbursements, and expenses of counsel for the Company (United States
and foreign), all reasonable fees, disbursements and expenses of (a) one counsel
for the Holders of Registrable Securities and (b) the Company's
14
<PAGE>
independent certified public accountants in connection with the registration of
Registrable Securities to be disposed of under the Securities Act; (ii) all fees
and expenses in connection with the preparation, printing and filing of the
registration statement, any preliminary prospectus or final prospectus, any
other offering document and amendments and supplements thereto (including, if
applicable, the fees and expenses of any "qualified independent underwriter" and
its counsel that may be required by the rules and regulations of the NASD) and
the mailing and delivering of copies thereof to the underwriters and dealers;
(iii) all cost of printing or producing any agreements) among underwriters,
underwriting agreements) and blue sky or legal investment memoranda, any selling
agreements and any other documents in connection with the offering, sale or
delivery of Registrable Securities to be disposed of; (iv) all expenses in
connection with the qualification of Registrable Securities to be disposed of
for offering and sale under state blue sky or securities laws, including the
fees and disbursements of counsel or the underwriters in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(v) any filing fees incident to securing any required review by the NASD of the
terms of the sale of Registrable Securities to be disposed of; and (vi) all
application and filing fees in connection with listing the Registrable
Securities on a national securities exchange or automated quotation system
pursuant to the requirements hereof.
7.4 "Registrable Securities" means (i) the shares of Company Common Stock
held by the Holders as of the date of this Agreement as shown on Schedule I
hereto; (ii) any additional shares of Company Common Stock acquired by the
Holders; (iii) any securities of the Company issued as a dividend or
distribution with respect to Company Common Stock or any Registrable Securities
and (iv) any securities which may be issued in exchange for any Company Common
Stock or any Registrable Securities. As to any proposed offer or sale of
Registrable Securities by a Holder, such securities shall cease to be
Registrable Securities with respect to such proposed offer or sale when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and all such securities shall have
been disposed of in accordance with such registration statement, (ii) all such
shares as are actually sold by such Holder pursuant to Rule 144 (or any
successor provision thereto) under the Securities Act, or (iii) all such
securities are permitted to be sold by a Holder, in the opinion of counsel to
the Company in any 90-day period pursuant to Rule 144 (or any successor
provision thereto) under the Securities Act without giving effect to the
provisions of Rule 144(k).
7.5 "Voting Equity Securities" means all common equity securities issued by
the Company having the ordinary power to vote in the election of directors of
the Company, other than securities having such power only upon the occurrence of
a default or any other extraordinary contingency.
15
<PAGE>
Section 8. Miscellaneous.
8.1 No Inconsistent Agreements. The Company shall not on or after the date
of this Agreement enter into any agreement with respect to its securities that
violates the rights granted to the Holders in this Agreement.
8.2 Governing Law: Jurisdiction. This Agreement shall be construed,
performed and enforced in accordance with, and governed by, the laws of the
State of Delaware, without giving effect to the principles of conflicts of laws
thereof.
8.3 Assignment. The registration rights set forth herein may be assigned,
in whole or in part, to any transferee of Registrable Securities (who shall be
considered thereafter to be a Holder (provided that any transferee shall be a
Holder only with respect to such Registrable Securities so acquired and any
stock of the Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Registrable Securities) and shall
be bound by all obligations and limitations of this Agreement. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.
8.4 Severability. In the event that any part of this Agreement is declared
by any court or other judicial or administrative body to be null, void or
unenforceable, said provision shall survive to the extent it is not so declared,
and all of the other provisions of this Agreement shall remain in full force and
effect.
8.5 Notices. (a) All communications under this Agreement shall be in
writing and shall be delivered by facsimile or by hand or mailed by overnight
courier or by registered or certified mail, postage prepaid:
If to a Holder: At the address shown on the attached Schedule I
If to the Company: Provident Companies, Inc.
1 Fountain Square
Chattanooga, TN 37402
Attention: Chief Financial Officer
423-755-1755 (telecopier)
With a copy to: Alston & Bird
1201 West Peachtree Street
Atlanta, GA 30309
Attention: Dean Copeland, Esq.
404-881-7777 (telecopier)
Any notice so addressed shall be deemed to be given: if delivered by hand, on
the date of such delivery; if mailed by courier, on the first business day
following the date of such mailing; and if mailed by registered or certified
mail, on the third business day after the date of such mailing.
16
<PAGE>
(b) Any party may change its address for the purpose of this Section by
giving the other party written notice of its new address in the manner set forth
above. Nothing in this Section 8.6 shall be deemed to constitute consent to the
manner and address for service of process in connection with any legal
proceeding (including litigation arising out of or in connection with this
Agreement), which service shall be effected as required by applicable law.
8.6 Amendments; Waivers. This Agreement may be amended or modified, and any
of the terms, covenants or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the
party waiving compliance. Any waiver by any party of any condition, or of the
breach of any provision, term or covenant contained in this Agreement, in any
one or more instances, shall not be deemed to be nor construed as furthering or
continuing waiver of any such condition, or of the breach of any other
provision, term or covenant of this Agreement.
8.7 Section and Paragraph Headings. The section and paragraph headings in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
8.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the date
first above written.
PROVIDENT COMPANIES, INC.
By: /s/J. Harold Chandler
---------------------
J. Harold Chandler
Chairman, President and
Chief Executive Officer
HOLDERS:
[Signatures of all holders on
attached list]
<PAGE>
SCHEDULE I
FAMILY STOCKHOLDERS AND
TRUSTEES NAMES AND ADDRESSES
SUNTRUST TRUST ACCOUNTS
-----------------------
THE R.J. MACLELLAN TRUST FOR THE R.L.
MACLELLAN FAMILY (#2151)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga(M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
THE R.J. MACLELLAN TRUST FOR THE R.L.
MACLELLAN FAMILY TRUST (#215109)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
<PAGE>
Page 2 of 30
THE R.J. MACLELLAN TRUST FOR THE
HUGH O. MACLELLAN, SR. FAMILY (#2152)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Thomas H. McCallie, III Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
THE R.J. MACLELLAN TRUST FOR THE H.O.
MACLELLAN, SR. FAMILY (#215209)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Thomas H. McCallie, III Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 3 of 30
THE CORA L. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY (#2155)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
THE CORA L. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY (#215509)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
<PAGE>
Page 4 of 30
THE CORA L. MACLELLAN TRUST FOR THE
HUGH O. MACLELLAN, SR. FAMILY (#2156)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Thomas H. McCallie, III Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
THE CORA L. MACLELLAN TRUST FOR THE
H.O. MACLELLAN, SR. FAMILY (#215609)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
Thomas H. McCallie, III Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 5 of 30
FOUNDATION ACCOUNTS
-------------------
THE R.J. MACLELLAN TRUST FOR THE
MACLELLAN FOUNDATION, INC. (#2150)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: R.A. Duke, Jr.
President
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
THE CORA L. MACLELLAN TRUST FOR THE
MACLELLAN FOUNDATION INC. (#2154)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: R.A. Duke, Jr.
President
Dudley Porter, Jr. Address: 1125 Healing Springs Road
Chattanooga, TN 37419
<PAGE>
Page 6 of 30
THE MACLELLAN FOUNDATION
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Frank A. Brock Address: Covenant College
Lookout Mountain, GA 30750
Telecopy: (706) 820-2165
G. Richard Hostetter Address: Whitfield, Mills, Ragland &
Hostetter, Inc.
309 High Street
Chattanooga, TN 37401
Telecopy: (423) 265-7465
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Ronald W. Blue Address: Ronald Blue & Company
Suite 600
1100 Johnson Ferry Road, N.E.
Atlanta, GA 30342
Telecopy: (404) 705-7045
A.S. (Pat) MacMillan Address: Team Resources
River Edge One, Suite 425
5500 Interstate North
Parkway, N.W.
Atlanta, GA 30328
Telecopy: (770) 955-1602
<PAGE>
Page 7 of 30
CHRISTIAN EDUCATION CHARITABLE TRUST
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Pete Austin, III Address: 243 Signal Mountain Road
Chattanooga, TN 37405
Telecopy: (423) 265-5418
Hugh Huffaker, Jr. Address: 317 High Street
Chattanooga, TN 37403
Telecopy: (423) 756-6549
Ralph Paden Address: 222 W. Brow Oval
Lookout Mountain, TN 37350
Telecopy: __________________________
<PAGE>
Page 8 of 30
THE HUGH AND CHARLOTTE MACLELLAN
CHARITABLE TRUST
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Henry A. Henegar Address: Chattanooga Bible Institute
1001 McCallie Avenue
Chattanooga, TN 37403
Telecopy: (423) 756-2899
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
Frank A. Brock Address: Covenant College
Lookout Mountain, GA 30750
Telecopy: (706) 820-2165
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
<PAGE>
Page 9 of 30
THE HELEN M. TIPTON CHARITABLE TRUST
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Richard D. Crotteau Address: Miller and Martin
Volunteer Bldg., 10th Floor
Chattanooga, TN 37403
Telecopy: (423) 265-5139 or
(423) 267-0291
Theodore G. DeMoss Address: CBMC
1800 McCallie Avenue
Chattanooga, TN 37404
Telecopy: (423) 629-4434
T. Cartter Frierson Address: 633 Chestnut
Republic Center, Suite 850
Chattanooga, TN 37450
Telecopy: (423) 755-0819
Gerry U. Stephens Address: SunTrust Bank
17th Floor
736 Market Street
Chattanooga, TN 37402
Telecopy: (423) 757-3631
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 10 of 30
HUGH O. MACLELLAN SR. AND
MRS. CHARLOTTE F. MACLELLAN ACCOUNTS
------------------------------------
ESTATE OF HUGH O. MACLELLAN, SR.
Executors
---------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
A.S. (Pat) MacMillan Address: Team Resources
River Edge One, Suite 425
5500 Interstate North
Parkway, N.W.
Atlanta, GA 30328
Telecopy: (770) 955-1602
CHARLOTTE F. MACLELLAN
Address: c/o Hugh O. Maclellan, Jr.
(under power-of-attorney)
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 11 of 30
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR THE PRIMARY BENEFIT OF CHARLOTTE
M. HEFFNER
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
U.S. Trust Company of Florida Address: c/o U.S. Trust Company
of New York
114 West 47th Street
New York, NY 10036-1532
Telecopy: (212) 852-3433
Attention: Sandra T. Cargill
Senior Vice President
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR H.O. MACLELLAN, JR.
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
TRUST OF H.O. MACLELLAN, SR. FOR THE
BENEFIT OF GREAT GRANDCHILDREN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
<PAGE>
Page 12 of 30
R. L. MACLELLAN FAMILY ACCOUNTS
-------------------------------
KATHRINA H. MACLELLAN
Address: 125 Fairy Trail
Lookout Mountain, TN 37350
TRUST UNDER THE WILL OF ANNE
MACLELLAN MUNFORD (CEDE & CO.)
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
U.S. Trust Company of Florida Address: c/o U.S. Trust Company
of New York
114 West 47th Street
New York, NY 10036-1532
Telecopy: (212) 852-3433
Attention: Sandra T. Cargill
Senior Vice President
THE CHARITABLE REMAINDER UNITRUST
OF KATHRINA H. MACLELLAN 8/11/76
Trustee
-------
U.S. Trust Company of New York Address: 114 West 47th Street
New York, NY 10036-1532
Telecopy: (212) 852-3433
Attention: Sandra T. Cargill
Senior Vice President
TRUST UAW ROBERT HOWZE MACLELLAN
DATED 9/22/88
Trustee
-------
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
<PAGE>
Page 13 of 30
TRUST UNDER DEED ROBERT HOWZE
MACLELLAN DATED 1/7/94 FOR ROBERT
HOWZE MACLELLAN
Trustee
-------
U.S. Trust Company of New York Address: 114 West 47th Street
New York, NY 10036-1532
Telecopy: (212) 852-3433
Attention: Sandra T. Cargill
Senior Vice President
TRUST UAW ROBERT H. MACLELLAN FOR
HEATHER HOWZE MACLELLAN
Trustees
--------
Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co.
1100 Tallan Building
Two Union Square
Chattanooga, TN 37402
Telecopy: (423) 756-2939
J. Nelson Irvine Address: Chambliss & Bahner, PLLC
1000 Tallan Building
Two Union Square
Chattanooga, TN 37402
Telecopy: (423) 265-9574
TRUST UAW ROBERT H. MACLELLAN FOR
IAN LLEWELLYN MACLELLAN
Trustees
--------
Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co.
1100 Tallan Building
Two Union Square
Chattanooga, TN 37402
Telecopy: (423) 756-2939
J. Nelson Irvine Address: Chambliss & Bahner, PLLC
1000 Tallan Building
Two Union Square
Chattanooga, TN 37402
Telecopy: (423) 265-9574
<PAGE>
Page 14 of 30
THE TRUST FOR R.L. MACLELLAN AND K.H.
MACLELLAN FOUNDATION U/A FOR MRS.
KATHRINA H. MACLELLAN DATED 1/4/73
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co.
1100 Tallan Building
Two Union Square
Chattanooga, TN 37402
Telecopy: (423) 756-2939
Douglas Daugherty Address: Chattanooga Resource
Foundation
102 Walnut Street
Chattanooga, TN 37403-1121
Telecopy: (423) 756-8250
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Robert H. Maclellan Address: 131 S. Hermitage Avenue
Lookout Mountain, TN 37350
Telecopy: (423) 825-6838 (home)
(423) 820-0539 (office)
Thomas H. McCallie, III Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 15 of 30
THE SECOND CHARITABLE REMAINDER
UNITRUST OF K.H. MACLELLAN DATED
12/17/81
Trustees
--------
Kathrina H. Maclellan Address: 125 Fairy Trail
Lookout Mountain, TN 37350
U.S. Trust Company of New York Address: 114 West 47th Street
New York, NY 10036-1532
Telecopy: (212) 852-3433
Attention: Sandra T. Cargill
Senior Vice President
<PAGE>
Page 16 of 30
HUGH O. MACLELLAN JR. FAMILY ACCOUNTS
-------------------------------------
HUGH O. MACLELLAN, JR.
Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
TRUST U/A HUGH O. MACLELLAN DATED
12/8/48 FOR HUGH O. MACLELLAN, JR.
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
TRUST U/A HUGH O. MACLELLAN, SR.
DATED 11/19/66 FOR THE BENEFIT OF
CATHERINE H. MACLELLAN
Trustee
-------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
TRUST U/A HUGH O. MACLELLAN, SR.
DATED 7/8/68 FOR THE BENEFIT OF DANIEL
O. MACLELLAN
Trustee
-------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 17 of 30
TRUST U/A HUGH O. MACLELLAN, SR.
DATED 3/12/64 FOR THE BENEFIT OF
CHRISTOPHER H. MACLELLAN
Trustee
-------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. MACLELLAN, SR. FOR
THE BENEFIT OF CATHERINE H.
MACLELLAN AND HER DESCENDANTS
DATED 5/29/70 (#4629)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. MACLELLAN, SR. FOR
THE BENEFIT OF DANIEL O. MACLELLAN
AND HIS DESCENDANTS DATED 5/29/70 (#4630)
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
<PAGE>
Page 18 of 30
H.O. MACLELLAN, JR. AND SUNTRUST BANK
TRUSTEES U/A H.O. MACLELLAN, SR. FOR
THE BENEFIT OF CHRISTOPHER H.
MACLELLAN AND HIS DESCENDANTS DATED
5/29/70 (#4631)
Trustees
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
<PAGE>
Page 19 of 30
THE H.O. MACLELLAN, SR. CHARITABLE
INC. TRUST DATED 11/29/83 FOR THE
BENEFIT OF ELIZABETH MACLELLAN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte F. Maclellan Address: c/o Hugh O. Maclellan
(under power-of-attorney)
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
<PAGE>
Page 20 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
HUGH O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF CHRISTOPHER H.
MACLELLAN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76 FOR
THE BENEFIT OF CATHERINE H.
MACLELLAN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
<PAGE>
Page 21 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76 FOR
THE BENEFIT OF DANIEL O. MACLELLAN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
CHARITABLE INCOME (LEAD) TR U/A H.O.
MACLELLAN, SR. DATED 12/31/76 FOR THE
BENEFIT OF ELIZABETH MACLELLAN
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
<PAGE>
Page 22 of 30
IRREVOCABLE TRUST U/A NANCY B.
MACLELLAN DATED 12/15/83 FOR THE
BENEFIT OF ELIZABETH MACLELLAN
Trustee
-------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
HUGH O. MACLELLAN, JR. CUSTODIAN FOR
ELIZABETH MACLELLAN
Custodian
---------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
CHRISTOPHER HUGH MACLELLAN
Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
CHRISTOPHER HUGH MACLELLAN
CUSTODIAN FOR MORGAN CHRISTOPHER
MACLELLAN
Custodian
---------
Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
CHRISTOPHER HUGH MACLELLAN
CUSTODIAN FOR HUGH MACLELLAN III
Custodian
---------
Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 23 of 30
CHRISTOPHER HUGH MACLELLAN
CUSTODIAN FOR ROBERT BROWNE
MACLELLAN
Custodian
---------
Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
SUSAN MACLELLAN
Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
DANIEL OWEN MACLELLAN
Address: 107 West Brookfield Avenue
Nashville, TN 37205
DANIEL O. MACLELLAN CUSTODIAN FOR
JACQUELINE HANNAH MACLELLAN
Custodian
---------
Daniel O. Maclellan Address: 107 West Brookfield Avenue
Nashville, TN 37205
LESLIE STOPHEL MACLELLAN
Address: 107 West Brookfield Avenue
Nashville, TN 37205
CATHERINE MACLELLAN HEALD
Address: 922 Beaverbrook Drive
Atlanta, GA 30318
<PAGE>
Page 24 of 30
CATHERINE MACLELLAN HEALD
CUSTODIAN FOR FRANCES ANNE HEALD
Custodian
---------
Catherine Maclellan Heald Address: 922 Beaverbrook Drive
Atlanta, GA 30318
CATHERINE MACLELLAN HEALD
CUSTODIAN FOR HALLIE ELIZABETH HEALD
Custodian
---------
Catherine Maclellan Heald Address: 922 Beaverbrook Drive
Atlanta, GA 30318
CATHERINE MACLELLAN HEALD
CUSTODIAN FOR HAMILTON REED HEALD
Custodian
---------
Catherine Maclellan Heald Address: 922 Beaverbrook Drive
Atlanta, GA 30318
DARYL HEALD
Address: 922 Beaverbrook Drive
Atlanta, GA 30318
NANCY BROWNE MACLELLAN
Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
TRUST OF HUGH O. MACLELLAN, JR. DATED
1/31/67 FOR THE BENEFIT OF THE CHILDREN
Trustee
-------
Nancy Browne Maclellan Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 25 of 30
CHARLOTTE MACLELLAN HEFFNER FAMILY ACCOUNTS
-------------------------------------------
CHARLOTTE M. HEFFNER
Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before faxing)
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF RICHARD L.
HEFFNER, JR.
Trustees
--------
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF THOMAS M.
HEFFNER
Trustees
--------
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
<PAGE>
Page 26 of 30
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR TRUST DATED
12/31/76 FOR THE BENEFIT OF RICHARD L.
HEFFNER, JR.
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR DATED 12/31/76
FOR THE BENEFIT OF THOMAS MACLELLAN
HEFFNER
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Lee S. Anderson Address: 220 N. Crest Road
Chattanooga, TN 37404
Telecopy: (423) 757-6383 (office)
John C. Stophel Address: Stophel and Stophel
500 Tallan Building
Two Union Square
Chattanooga, TN 37402-2571
Telecopy: (423) 266-5032
<PAGE>
Page 27 of 30
TRUST U/A H.O. MACLELLAN SENIOR DATED
12/9/48 FOR THE BENEFIT OF CHARLOTTE
M. HEFFNER
Trustees
--------
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank,
Chattanooga (M0310)
736 Market Street
Chattanooga, TN 37401
Telecopy: (423) 757-3100
Attention: Richard Stewart
Vice President & Senior Trust
Officer
CHARLOTTE M. HEFFNER AND RICHARD L.
HEFFNER, SR. TRUSTEES FOR THE BENEFIT
OF RICHARD L. HEFFNER, SR. DATED 1/26/96
Trustees
--------
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
RICHARD L. HEFFNER, SR.
Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before faxing)
<PAGE>
Page 28 of 30
IRREVOCABLE TRUST DATED 12/3/64 OF H.O.
MACLELLAN, SR. FOR THE BENEFIT OF
THOMAS MACLELLAN HEFFNER
Trustee
-------
Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
IRREVOCABLE TRUST DATED 6/1/62 OF H.O.
MACLELLAN, SR. FOR THE BENEFIT OF
RICHARD L. HEFFNER, JR.
Trustee
-------
Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
RICHARD L. HEFFNER, JR.
Address: 28 Bramham Gardens, Flat 11
London SW5 0HE
England
Telecopy: 011-44-171-373-8776
(call number first before faxing)
CHRISTINA M. HEFFNER
Address: 28 Bramham Gardens, Flat 11
London SW5 0HE
England
Telecopy: 011-44-171-373-8776
(call number first before faxing)
THOMAS MACLELLAN HEFFNER
Address: 1230 North Horn Avenue
Apt. 628
West Hollywood, California 90069
Telecopy: (310) 360-9945
<PAGE>
Page 29 of 30
JEAN B. TIPTON
Address: c/o Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
<PAGE>
Page 30 of 30
HUGH O. MACLELLAN JR. AND
CHARLOTTE MACLELLAN HEFFNER FAMILY ACCOUNTS
-------------------------------------------
IRREVOCABLE INSURANCE TRUST OF HUGH
O. MACLELLAN, SR. DATED 1/31/67
Trustees
--------
Hugh O. Maclellan, Jr. Address: Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telecopy: (423) 755-1640
Charlotte M. Heffner Address: 3655 Randall Hall, N.W.
Atlanta, GA 30327
Telecopy: (404) 233-7238
(call number first before
faxing)
EXHIBIT 6
<PAGE>
May 5, 1997
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs:
The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and Salomon Brothers Inc ("Salomon Brothers"), as Representatives of
the several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Textron Inc., a Delaware corporation (the
"Selling Stockholder") and Provident Companies, Inc., a Delaware corporation
(the "Company") providing for the public offering (the "Public Offering") by the
several Underwriters, including Morgan Stanley and Salomon Brothers (the
"Underwriters"), of 5,917,500 shares (the "Shares") of the Common Stock, $1.00
par value per share of the Company (the "Common Stock"). The number of shares of
Common Stock beneficially owned by the undersigned as of May 31, 1996, is as set
forth opposite his name on Schedule I to the Registration Rights Agreement,
dated May 31, 1996, between certain stockholders of the Company and the Company.
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 90 days after the date of the final prospectus relating
to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(provided that such shares or securities are either now owned by the undersigned
or are hereafter acquired prior to or in connection with the Public Offering),
or (2) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of such shares
of Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise; provided, that the undersigned may dispose of any shares of
Common Stock or securities convertible into or exercisable for shares of Common
Stock (A) pursuant to a bona fide gift between or among family members or the
estate of the undersigned (including, without limitation, any transfer by the
undersigned to or among any trust, foundation, custodial or other similar
accounts or funds in which the undersigned or other member of his family serves
as trustee or custodian or in a similar fiduciary capacity or to a trust created
by the undersigned which has a member of his immediate family as a beneficiary)
and (B) pursuant to any transfer to any organization, which transfer qualifies
for the federal income tax charitable deduction at the time of such transfer;
provided further, that in the case of clauses (A) and (B)
<PAGE>
Morgan Stanley & Co. Incorporated -2-
Salomon Brothers Inc
above, the transferee is then bound by or agrees to be bound by the restrictions
described in this paragraph from the date of such transfer until the expiration
of the 90-day period described above. The foregoing sentence shall not apply to
the sale of any Shares to the Underwriters pursuant to the Underwriting
Agreement. In addition, the undersigned agrees that, without the prior written
consent of Morgan Stanley on behalf of the Underwriters, it will not, during the
period commencing on the date hereof and ending 90 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
Very truly yours,
/s/Hugh O. Maclellan, Jr.
-------------------------
Hugh O. Maclellan, Jr.
/s/Kathrina H. Maclellan
------------------------
Kathrina H. Maclellan
/s/Charlotte M. Heffner
-----------------------
Charlotte M. Heffner
[Note: Certain signature pages not containing Mrs. Heffner's signature have been
omitted from this filing.]
<PAGE>
LUA-2
THE R.J. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY (#2151)
By/s/Kathrina H. Maclellan
-------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
LUA-3
THE R.J. MACLELLAN TRUST FOR THE
R.L. MACLELLAN FAMILY TRUST
(#215109)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
LUA-4
THE R.J. MACLELLAN TRUST FOR THE
HUGH O. MACLELLAN, SR. FAMILY
(#2152)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
LUA-5
THE R.J. MACLELLAN TRUST FOR THE
H.O. MACLELLAN, SR. FAMILY (#215209)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
LUA-6
THE CORA L. MACLELLAN TRUST FOR
THE R.L. MACLELLAN FAMILY (#2155)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
LUA-7
THE CORA L. MACLELLAN TRUST FOR
THE R.L. MACLELLAN FAMILY (#215509)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
LUA-8
THE CORA L. MACLELLAN TRUST FOR
THE HUGH O. MACLELLAN, SR. FAMILY
(#2156)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
LUA-9
THE CORA L. MACLELLAN TRUST FOR
THE H.O. MACLELLAN, SR. FAMILY
(#215609)
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
By/s/Thomas H. McCallie, III
----------------------------
Name: Thomas H. McCallie, III
Title: Trustee
<PAGE>
LUA-10
THE R.J. MACLELLAN TRUST FOR THE
MACLELLAN FOUNDATION, INC. (#2150)
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/R.A. Duke, Jr.
-------------------
Name: R.A. Duke, Jr.
Title: President
By/s/Dudley Porter, Jr.
-----------------------
Name: Dudley Porter, Jr.
Title: Trustee
<PAGE>
LUA-11
THE MACLELLAN FOUNDATION
By/s/Kathrina H. Maclellan
--------------------------
Name: Kathrina H. Maclellan
Title: Trustee
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Frank A. Brock
-------------------
Name: Frank A. Brock
Title: Trustee
By/s/G. Richard Hostetter
-------------------------
Name: G. Richard Hostetter
Title: Trustee
By/s/Robert H. Maclellan
------------------------
Name: Robert H. Maclellan
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Ronald W. Blue
-------------------
Name: Ronald W. Blue
Title: Trustee
By/s/A.S. (Pat) MacMillan
-------------------------
Name: A.S. (Pat) MacMillan
Title: Trustee
<PAGE>
LUA-12
CHRISTIAN EDUCATION CHARITABLE
TRUST
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
THE HUGH AND CHARLOTTE
MACLELLAN CHARITABLE TRUST
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Henry A. Henegar
---------------------
Name: Henry A. Henegar
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/Frank A. Brock
-------------------
Name: Frank A. Brock
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-14
ESTATE OF HUGH O. MACLELLAN, SR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Executor
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Executor
By/s/A.S. (Pat) MacMillan
-------------------------
Name: A.S. (Pat) MacMillan
Title: Executor
/s/Hugh O. Maclellan, Jr.
-------------------------
Charlotte F. Maclellan
By Hugh O. Maclellan, Jr.,
Attorney-in-fact
<PAGE>
LUA-15
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR THE PRIMARY BENEFIT OF
CHARLOTTE M. HEFFNER
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By U.S. Trust Company of Florida,
Trustee
By/s/Howard E.N. Wilson
-----------------------
Name: Howard E.N. Wilson
Title: Regional Vice President
TRUST OF C.F. MACLELLAN DATED 6/2/52
FOR H.O. MACLELLAN, JR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
<PAGE>
LUA-16
TRUST OF H.O. MACLELLAN, SR. FOR
THE BENEFIT OF GREAT
GRANDCHILDREN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
<PAGE>
LUA-23
CHARITABLE INCOME (LEAD) TRUST U/A
HUGH O. MACLELLAN, SR. DATED
12/31/76 FOR THE BENEFIT OF
CHRISTOPHER H. MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-24
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF CATHERINE H.
MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-25
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF DANIEL O.
MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-26
CHARITABLE INCOME (LEAD) TR U/A
H.O. MACLELLAN, SR. DATED 12/31/76
FOR THE BENEFIT OF ELIZABETH
MACLELLAN
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-27
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF RICHARD L.
HEFFNER, JR.
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
H.O. MACLELLAN SENIOR TRUST DATED
9/8/72 FOR THE BENEFIT OF THOMAS M.
HEFFNER
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
<PAGE>
LUA-28
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR TRUST DATED
12/31/76 FOR THE BENEFIT OF
RICHARD L. HEFFNER, JR.
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-29
CHARITABLE INCOME (LEAD) TRUST U/A
H.O. MACLELLAN SENIOR DATED 12/31/76
FOR THE BENEFIT OF THOMAS
MACLELLAN HEFFNER
By/s/Hugh O. Maclellan, Jr.
---------------------------
Name: Hugh O. Maclellan, Jr.
Title: Trustee
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Lee S. Anderson
--------------------
Name: Lee S. Anderson
Title: Trustee
By/s/John C. Stophel
--------------------
Name: John C. Stophel
Title: Trustee
<PAGE>
LUA-30
TRUST U/A H.O. MACLELLAN SENIOR
DATED 12/9/48 FOR THE BENEFIT
OF CHARLOTTE M. HEFFNER
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By SunTrust Bank, Chattanooga N.A.,
Trustee
By/s/Richard Stewart
--------------------
Name: Richard Stewart
Title: V.P. & Sr. Trust Officer
CHARLOTTE M. HEFFNER AND RICHARD
L. HEFFNER, SR. TRUSTEES FOR THE
BENEFIT OF RICHARD L. HEFFNER, SR.
DATED 1/26/96
By/s/Charlotte M. Heffner
-------------------------
Name: Charlotte M. Heffner
Title: Trustee
By/s/Richard L. Heffner, Sr.
----------------------------
Name: Richard L. Heffner, Sr.
Title: Trustee
