<PAGE>
As filed with the Securities and Exchange Commission on November __, 1997.
File No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROVIDENT COMPANIES, INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 62-1598430
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1 FOUNTAIN SQUARE
CHATTANOOGA, TENNESSEE 37402
(423) 755-1011
(Address, including zip code, and telephone number of
Principal Executive Offices)
THE PAUL REVERE SAVINGS PLAN
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
ANNUAL MANAGEMENT INCENTIVE COMPENSATION PLAN OF 1994
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
STOCK PLAN OF 1994
(Full Titles of the Plans)
COPY TO:
SUSAN N. ROTH LAURA G. THATCHER
PROVIDENT COMPANIES, INC. ALSTON & BIRD LLP
1 FOUNTAIN SQUARE ONE ATLANTIC CENTER
CHATTANOOGA, TENNESSEE 37402 1201 WEST PEACHTREE STREET, NW
(423) 755-8913 ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, (404) 881-7546
and telephone number,including
area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PAR 3,500,000 (3) $33.25 $116,375,000 $35,265.15
VALUE PER SHARE (2)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Company's Common
Stock reported on the New York Stock Exchange on November 11, 1997.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to The Paul Revere Savings Plan (the "Paul Revere Plan").
(3) Shares registered reflect the stock split in the form of a 100% stock
dividend on the Common Stock effected as of September 30, 1997, and include
200,000 shares to be offered to participants in The Paul Revere Saving Plan,
300,000 shares to be issued pursuant to grant of awards under the Provident
Life and Accident Insurance Company Annual Management Incentive Plan of
1994, and 3,000,000 shares to be issued pursuant to the grant or exercise of
awards under the Provident Life and Accident Insurance Company Stock Plan of
1994.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
- ------ --------------------------------------
The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Provident Companies, Inc.
(the "Company") (File No. 1-11834) with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997, and September 30, 1997;
(3) The Paul Revere Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 1996;
(4) All other reports filed by the Company or the Paul Revere Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
1996;
(5) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description; and
(6) All other documents subsequently filed by the Company and/or the
Paul Revere Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been
sold or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation and Bylaws provide for
indemnification of directors and officers of the Company to the full extent
permitted by Delaware law.
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Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
part or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at its
request in such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate
of Incorporation of the Company also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, the undersigned Company hereby undertakes that
it will submit or has submitted the Paul Revere Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Paul Revere Plan
under Section 401 of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
II-2
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(signatures on following page)
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chattanooga, State of Tennessee, on November 11,
1997.
PROVIDENT COMPANIES, INC.
By: /s/ J. Harold Chandler
----------------------
J. Harold Chandler
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Watjen and Susan N. Roth, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of the, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 11, 1997.
Signatures Title
---------- -----
/s/ J. Harold Chandler Chairman of the Board, President and
- -------------------------------------- Chief Executive Officer (principal
J. Harold Chandler executive officer)
/s/ Thomas R. Watjen Executive Vice President and Chief
- -------------------------------------- Financial Officer (principal
Thomas R. Watjen financial officer)
/s/ Ralph A. Rogers, Jr. Vice President and Controller
- -------------------------------------- (principal accounting officer)
Ralph A. Rogers, Jr.
/s/ William L. Armstrong Director
- --------------------------------------
William L. Armstrong
/s/ William H. Bolinder Director
- --------------------------------------
William H. Bolinder
Director
- --------------------------------------
Steven M. Gluckstern
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/s/ Charlotte M. Heffner Director
- --------------------------------------
Charlotte M. Heffner
/s/ Hugh B. Jacks Director
- --------------------------------------
Hugh B. Jacks
Director
- --------------------------------------
William B. Johnson
/s/ Hugh O. Maclellan, Jr. Director
- --------------------------------------
Hugh O. Maclellan, Jr.
/s/ A. S. MacMillan Director
- --------------------------------------
A. S. MacMillan
/s/ C. William Pollard Director
- --------------------------------------
C. William Pollard
/s/ Scott L. Probasco, Jr. Director
- --------------------------------------
Scott L. Probasco, Jr.
Director
- --------------------------------------
Steven S. Reinemund
/s/ Burton E. Sorensen Director
- --------------------------------------
Burton E. Sorensen
The Paul Revere Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the Paul Revere Plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chattanooga, State of
Tennessee, on November 11, 1997.
PAUL REVERE SAVINGS PLAN
By: PAUL REVERE SAVINGS PLAN COMMITTEE
Plan Administrator
By: /s/ GLENN P. FELTON
---------------------
Glenn P. Felton
Chairman
II-5
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
4.1 Certificate of Incorporation (filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K (File No. 000-19388) and
incorporated herein by reference)
4.2 By-Laws (filed as Exhibit 4.2 to the Company's Current Report
on Form 8-K (File No. 000-19388) and incorporated herein by
reference)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page of this
Registration Statement)
99 Acknowledgment of Ernst & Young LLP
<PAGE>
Exhibit 5.1
Alston/&/Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
November 11, 1997
Provident Companies, Inc.
1 Fountain Square
Chattanooga, Tennessee 37402
Re: Form S-8 Registration Statement --
The Paul Revere Savings Plan;
Provident Life and Accident Insurance Company
Annual Management Incentive Compensation Plan of 1994; and
Provident Life and Accident Insurance Company Stock Plan of 1994
Ladies and Gentlemen:
We have acted as counsel for Provident Companies, Inc., a Delaware
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 3,500,000 shares of the
Corporation's common stock, $1.00 par value ("Common Stock"), that may be issued
pursuant to (i) The Paul Revere Savings Plan, (ii) the Provident Life and
Accident Insurance Company Annual Management Incentive Compensation Plan of
1994, and (iii) the Provident Life and Accident Insurance Company Stock Plan of
1994 (collectively, the "Plans") and an indeterminate amount of interests in The
Paul Revere Savings Plan. This Opinion Letter is rendered pursuant to Item 8 of
Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Delaware as
expressed in the Delaware General Corporation Law, in reliance solely on
published general compilations thereof as of the date hereof.
Based upon the foregoing, it is our opinion that the 3,500,000
shares of Common Stock and the Plan interests covered by the Registration
Statement and to be issued pursuant to the Plans, when issued in accordance with
the terms and conditions of the Plans, will be legally and validly issued, fully
paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the
Registration Statement, may be relied upon by you and the Commission only
in connection with the Registration Statement, and may not be relied upon
by any other person or for any other purpose without our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ LAURA G. THATCHER
----------------------
Laura G. Thatcher, Partner
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Provident Companies, Inc. for the registration of 3,500,000 shares of
its common stock of our reports (a) dated February 10, 1997, with respect to the
consolidated financial statements of Provident Companies, Inc. incorporated by
reference in its Annual Report (Form 10-K) and (b) dated June 24, 1997 with
respect to the financial statements and schedules of the Paul Revere Savings
Plan incorporated by reference in the Plan's Annual Report (Form 11-K), both for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chattanooga, Tennessee,
November 12, 1997
<PAGE>
Exhibit 99
ACKNOWLEDGMENT
Board of Directors and Shareholders
Provident Companies, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Provident Companies, Inc. for the registration of 3,500,000 shares
of its common stock of our reports dated May 12, 1997, August 8, 1997 and
November 7, 1997 relating to the unaudited condensed consolidated interim
financial statements of Provident Companies, Inc. that are included in its Forms
10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30,
1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
ERNST & YOUNG LLP
Chattanooga, Tennessee,
November 12, 1997
