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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1997
REGISTRATION NO. 333-17849
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
PROVIDENT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 621598430
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1 FOUNTAIN SQUARE
CHATTANOOGA, TENNESSEE 37402
(423) 755-1011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SUSAN N. ROTH
1 FOUNTAIN SQUARE
CHATTANOOGA, TENNESSEE 37402
(423) 755-1011
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
F. DEAN COPELAND
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective .
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
_______________________________________________________________________________
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PROSPECTUS
9,523,810 SHARES
PROVIDENT COMPANIES, INC.
COMMON STOCK
_______________________
This prospectus relates to the offering for resale of 9,523,810 shares (the
"Shares") of Common Stock, $1.00 par value per share (the "Common Stock"), of
Provident Companies, Inc., a Delaware corporation (the "Company"), for the
account of the Selling Stockholders identified herein. See "Selling
Stockholders." The Company will not receive any proceeds from the sale of the
Shares by the Selling Stockholders.
The Common Stock is traded on the New York Stock Exchange, Inc. ("NYSE")
under the symbol "PVT." On March 25, 1997, the closing sale price for the
Common Stock on the NYSE was $56 per share.
__________________________________
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________
All or a portion of the Shares may be offered by the Selling Stockholders
from time to time in transactions (which may include block transactions) on the
NYSE or such other national securities exchange or automated interdealer
quotation system on which shares of the Company's Common Stock are then traded,
in negotiated transactions, or by a combination of such methods of sale, at
fixed prices, which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares directly to purchasers or through underwriters, agents or broker-dealers,
and any such underwriters, agents or broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares for whom such underwriters, agents or
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular underwriter, agent or broker-dealer might
be in excess of customary compensation). See "Selling Stockholders" and
"Distribution of Shares." The Company will bear all expenses in connection with
the registration and sale of the Shares being offered by the Selling
Stockholders, other than discounts, concessions or commissions to underwriters,
agents or broker-dealers and fees and expenses of counsel and other advisors to
the Selling Stockholders. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See "Distribution of
Shares."
THE DATE OF THIS PROSPECTUS IS MARCH 27, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange Act,
and in accordance therewith files reports, proxy and information statements and
other information with the Commission. Such reports, proxy and information
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at
the Commission's Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048, and Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants such as the Company that
file electronically with the Commission. The address of such site is
http://www.sec.gov. In addition, such reports, proxy and information statements
and other information concerning the Company may be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-3 (together with all
amendments and exhibits filed or to be filed in connection therewith, the
"Registration Statement") with the Commission pursuant to the Securities Act, of
which this Prospectus forms a part. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. Such
additional information may be obtained from the Commission's principal office in
Washington, D.C. Statements contained or incorporated by reference herein
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
FORWARD LOOKING STATEMENTS
This Prospectus contains and incorporates by reference certain forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 with respect to the results of operations and businesses of
the Company. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated or projected, forecast, estimated or budgeted in such forward
looking statements include, among others, the following possibilities: (i)
heightened competition, including specifically the intensification of price
competition, the entry of new competitors and the formation of new products by
new and existing competitors; (ii) adverse state and federal legislation and
regulation, including limitations on premium levels, increases in minimum
capital and reserves, and other financial viability requirements; (iii) failure
to obtain new customers or retain existing customers; (iv) inability to carry
out marketing and sales plans; (v) loss of key executives; (vi) changes in
interest rates causing a reduction of investment income; (vii) general economic
and business conditions which are less favorable than expected; (viii)
unanticipated changes in industry trends; and (ix) inaccuracies in assumptions
regarding future morbidity, persistency, mortality and interest rates used in
calculating reserve amounts. In addition, factors that could cause actual
results of the Company to differ materially from those contemplated by or
projected, forecast, estimated or budgeted in forward looking statements
relating to the results of operations and business of the Company following the
merger of a wholly-owned subsidiary of the Company with and into The Paul Revere
Corporation ("Paul Revere"), with Paul Revere becoming a wholly-owned subsidiary
of the Company (the "Paul Revere Merger"), including (a) the cost savings that
will be realized from the Paul Revere Merger and (b) the costs associated with
the Paul Revere Merger include, among others, the following possibilities: (i)
the expected cost savings to be realized beginning primarily in 1997 through
combining certain functions of both the Company and Paul Revere, restructuring
the field organizations of both companies to eliminate redundant facilities and
better serve the combined company's customers, and reductions in staff cannot be
fully realized because the changes are not made or unanticipated offsetting
costs are incurred; and (ii) costs or difficulties related to the integration of
the businesses of the Company and Paul Revere are greater than expected. See
"Risk Factors."
IN CONNECTION WITH THIS OFFERING, ANY BROKERS OR DEALERS THAT MAY
PARTICIPATE IN THE OFFERING MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NYSE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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THE COMPANY
Provident is a Delaware corporation organized in 1995 as the parent holding
company of a group of insurance subsidiaries. Provident is a provider of life
and health insurance, particularly individual disability, life insurance,
annuities, and group employee benefits. Provident, through its subsidiaries,
does business in all 50 states, the District of Columbia, Puerto Rico, and ten
provinces and two territories of Canada. Provident focuses on two types of
insurance customers -- the individual and the employee benefits customer. The
individual life and disability segment includes individual life products,
individual disability income products, and individual annuities. These products
are marketed primarily through personal producing general agents, brokerage
offices, and corporate partnership arrangements. Individual annuities are also
marketed through financial institutions. The employee benefits segment contains
products that are sold to or through corporate customers and certain affinity
groups, including permanent and term life insurance, disability, medical stop-
loss, cancer, and accidental death and dismemberment protection.
On March 27, 1997, the Company completed the acquisition of Paul Revere.
Paul Revere's principal operations in the United States and Canada are conducted
through its wholly owned subsidiaries, The Paul Revere Life Insurance Company
("Paul Revere Life"), The Paul Revere Variable Annuity Insurance Company ("Paul
Revere Variable"), and The Paul Revere Protective Life Insurance Company.
Disability insurance has been Paul Revere's primary product line since Paul
Revere Life's founding in 1895. In addition to its disability insurance
products, Paul Revere also markets individual life insurance, group life, and
dental insurance and annuity products.
The Company's Common Stock trades on the NYSE under the symbol "PVT." The
Company's principal executive offices are located at 1 Fountain Square,
Chattanooga, Tennessee 37402, and its telephone number is (423) 755-1011.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following information
relating to the Company and the Common Stock before making an investment in the
Common Stock offered hereby.
RESERVES
The Company maintains reserves for future policy benefits and unpaid claims
expenses which include policy reserves and claims reserves established for its
individual disability insurance, group insurance, and individual life insurance
products. Policy reserves represent the portion of premiums received which are
reserved to provide for future claims. Claims reserves are established for
future payments not yet due on claims already incurred, primarily relating to
individual disability and group disability insurance products. Neither
generally accepted accounting principles nor statutory reserves represent an
exact calculation of future benefit liabilities but are instead estimates made
by the Company using actuarial and statistical procedures. However, there can
be no assurance that any such reserves would be sufficient to fund their future
respective liabilities in all circumstances. Future loss development could
require reserves for prior periods to be increased, which would adversely affect
earnings in future periods. Adjustments to reserve amounts may be required in
the event of changes from the assumptions regarding future morbidity (the
incidence of claims and the rate of recovery, including the effects thereon of
inflation, and other societal and economic factors), persistency, mortality, and
interest rates used in calculating the reserve amounts.
CAPITAL ADEQUACY
The capacity for an insurance company's growth in premiums is in part a
function of its statutory surplus. Maintaining appropriate levels of statutory
surplus, as measured by state insurance regulators, is considered important by
state insurance regulatory authorities and the private agencies that rate
insurers' claims-paying abilities and financial strength. Failure to maintain
certain levels of statutory surplus could result in increased regulatory
scrutiny, action by state regulatory authorities or a downgrade by the private
rating agencies.
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Effective in 1993, the National Association of Insurance Commissioners
adopted a risk-based capital ("RBC") formula, which prescribes a system for
assessing the adequacy of statutory capital and surplus for all life and health
insurers. The basis of the system is a risk-based formula that applies
prescribed factors to the various risk elements in a life and health insurer's
business to report a minimum capital requirement proportional to the amount of
risk assumed by the insurer. The life and health RBC formula is designed to
annually measure (i) the risk of loss from asset defaults and asset value
fluctuation, (ii) the risk of loss from adverse mortality and morbidity
experience, (iii) the risk of loss from mismatching of asset and liability cash
flow due to changing interest rates and (iv) business risks. The formula is to
be used as an early warning tool to identify possible inadequately capitalized
companies for purposes of initiating regulatory action. The formula is intended
to be used as a regulatory tool only and is not intended as a means to rank
insurers generally.
Based on computations made by the Company and Paul Revere in accordance
with the prescribed life and health RBC formula, each of the Company's and Paul
Revere's life insurance subsidiaries exceeded the minimum capital requirements
at December 31, 1995.
During 1995 and 1996, the Commissioner of Insurance of the Commonwealth of
Massachusetts (the "Massachusetts Insurance Commissioner") conducted a
quadrennial examination of Paul Revere Life and Paul Revere Variable for the
period ended December 31, 1994. In connection with this examination, as well as
in consideration of Paul Revere's 1995 comprehensive study of its statutory
reserves, Paul Revere Life and Paul Revere Protective strengthened their
individual disability statutory reserves by a combined total of $35 million and
reflected this strengthening in the annual statutory financial statements for
the year ended December 31, 1995.
During the third quarter of 1996, Paul Revere initiated a comprehensive
study of the adequacy of its individual disability statutory reserves to
consider experience through September 30, 1996. The Massachusetts Insurance
Commissioner subsequently updated its examination of Paul Revere's statutory
reserves to review the results of Paul Revere's statutory reserve study, with
the result that Paul Revere's statutory reserves were required to be
strengthened by $121 million. In connection with the Paul Revere Merger, Textron
Inc. ("Textron"), the principal shareholder of Paul Revere, agreed to provide
additional capital to Paul Revere prior to the effective time of the Paul Revere
Merger.
DISABILITY INSURANCE
Disability insurance may be affected by a number of social, economic,
governmental, competitive, and other factors. Changes in societal attitudes,
work ethics, motivation, stability, and mores can significantly affect the
nature of any demand for disability products. Economic conditions affect not
only the market for disability products, but also significantly affect the
claims rates and length of claims. The climate and the nature of competition in
disability insurance have also been markedly affected by the growth of Social
Security, workers' compensation, and other governmental programs in the
workplace. The nature of that portion of the Company's outstanding insurance
business that consists of non-cancelable disability policies, whereby the policy
is guaranteed renewable through the life of the policy at a fixed premium, does
not permit the Company to adjust its premiums on business in-force on account of
changes effected by any of such factors. Disability insurance products are
important products for the Company. To the extent that disability products are
adversely affected in the future as to sales or claims, the business or results
of operations of the Company could be materially adversely affected.
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COMPETITION
All of the Company's businesses are highly regulated and competitive. The
Company's profitability is affected by a number of factors, including rate
competition, frequency of claims, lapse rates, government regulation, interest
rates, and general business considerations. There are many insurance companies
which actively compete with the Company in its lines of business, some of which
are larger and have greater financial resources than the Company, and there is
no assurance that the Company will be able to compete effectively against such
companies in the future.
EFFECT OF THE MERGER; INTEGRATION OF OPERATIONS
The success of the Paul Revere Merger will be determined by various
factors, including the financial performance of the combined company's
operations after the Paul Revere Merger and management's ability to integrate
effectively the operations of the Company and Paul Revere to realize the
expected cost savings beginning primarily in 1997 through combining certain
functions of both the Company and Paul Revere and restructuring the field
organizations of both companies. The integration of the operations of Paul
Revere and the Company may be negatively affected if, among other things, the
proposed changes are not made, customers do not react positively to some of the
planned changes intended to increase service or integrate the businesses of the
two companies, unanticipated offsetting costs are incurred, or costs or
difficulties related to the integration of the businesses of the Company and
Paul Revere are greater than expected. There can be no assurance that the
anticipated benefits of the Paul Revere Merger will be realized or that the Paul
Revere Merger will not adversely affect the future operating results of the
Company.
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SELLING STOCKHOLDERS
The Shares offered hereby are owned by and offered for the account of
Centre Reinsurance Limited (4,523,812 Shares), Zurich Reinsurance Centre, Inc.
(238,095 Shares), Centre Reinsurance Services (Bermuda) Limited (3,174,603
Shares), Zurich Insurance Company, U.S. Branch (952,380 Shares), Empire Fire and
Marine Insurance Company (126,984 Shares), Universal Underwriters Insurance
Company (253,968 Shares), Universal Underwriters Life Insurance Company (63,492
Shares), and Fidelity and Deposit Company of Maryland (190,476 Shares)
(collectively, the "Zurich Affiliates"), and Longfellow I, LLC, a Delaware
limited liability company ("Longfellow") and, together with the Zurich
Affiliates, the "Selling Stockholders"). The Company will not receive any of the
proceeds from the sale of the Shares. The Zurich Affiliates acquired the Shares
from the Company pursuant to an Amended and Restated Common Stock Purchase
Agreement, dated as of May 31, 1996, between the Company and Zurich Insurance
Company ("Zurich"), an insurance company organized under the laws of Switzerland
(the "Zurich Purchase Agreement"). Longfellow acquired the Shares held by it
from Centre Reinsurance Services (Bermuda) Limited immediately following the
acquisition of such Shares by Centre Reinsurance Services (Bermuda) Limited from
the Company pursuant to the Zurich Purchase Agreement. If all 6,349,207 of the
Shares offered by the Zurich Affiliates and all 3,174,603 of the Shares offered
by Longfellow were sold, the Selling Stockholders would not have any beneficial
ownership of any shares of the Company's Common Stock.
ZURICH COMMON STOCK INVESTMENT
Pursuant to the Zurich Purchase Agreement, Zurich purchased from the
Company 9,523,810 newly issued shares of Common Stock at a price per share of
$31.50 in cash, or a total purchase price of $300,000,000 (the "Zurich Common
Stock Investment"). The net proceeds from the Zurich Common Stock Investment
were used by the Company to help finance a portion of the cash payments to be
made to Paul Revere stockholders in connection with the Paul Revere Merger. In
connection with the Zurich Purchase Agreement, the Company agreed to pay or
reimburse Zurich and its affiliates for all out-of-pocket expenses (including
the reasonable fees and disbursements of legal counsel and investment or other
advisors) in connection with the Zurich Purchase Agreement and certain other
matters, provided that the aggregate of such amounts did not exceed $1,500,000.
The Company also has agreed to indemnify and hold harmless Zurich and its
officers, partners, directors, employees and affiliates from and against all
actions, suits, proceedings, claims, losses, damages, liabilities or expenses of
any kind or nature whatsoever ("Claims"), including reasonable legal expenses,
which may be incurred by or asserted against or involve Zurich or any of its
officers, partners, directors, employees or affiliates as a result of any third
party claim arising out of the transactions contemplated by the Zurich Purchase
Agreement, unless such Claim arises from any material breach by Zurich of the
Zurich Purchase Agreement or the gross negligence or willful misconduct of an
indemnified party.
ZURICH RELATIONSHIP AGREEMENT
In connection with the execution of the Zurich Purchase Agreement, the
Company and Zurich have entered into the Amended and Restated Relationship
Agreement, dated as of May 31, 1996 between Zurich and the Company (the "Zurich
Relationship Agreement"), which sets forth certain rights of Zurich to designate
persons to serve as members of the Board of Directors of the Company and certain
standstill arrangements entered into by Zurich and the Company. Longfellow will
agree to be bound by certain of the standstill arrangements set forth in the
Zurich Relationship Agreement.
Board Appointments. The parties have agreed pursuant to the Zurich
Relationship Agreement that, while Zurich remains the beneficial owner of 10% or
more of the outstanding shares of Company voting securities, Zurich shall be
entitled to designate two persons to serve as directors of the Company and any
of its subsidiaries. While Zurich owns between 5% and 10% of the outstanding
shares of Company voting securities, Zurich shall have the right to designate
one such person to serve as a director. As long as Zurich's ownership of
Company voting securities remains above 5% of the shares outstanding, Zurich is
entitled to have a Zurich designee serve on the Executive Committee (or other
committee or group performing similar functions) of each board of directors. In
the event Zurich and its affiliates are the beneficial owners of less than 5% of
the Company voting securities, Zurich will not be entitled to designate any
person to serve as a director of the Company. As of the date of this
Prospectus, Zurich beneficially owns approximately 15% of the outstanding
Company voting securities (including shares held by Longfellow as to which
Zurich has the power to vote), and accordingly Zurich is entitled to appoint two
members of the Company's Board of Directors.
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The Company has agreed to use its reasonable efforts to cause the election
of the number of directors contemplated above, including (i) placing Zurich
designees on the slate of directors recommended to stockholders at each annual
meeting at which a designee is entitled to designate a person to serve, unless
(x) a Zurich designee requests not to be included or (y) service by a Zurich
designee would violate applicable law or regulation (in which case Zurich may
designate an alternate to serve), and (ii) in the event a Zurich designee is
unable to serve, or is removed or withdraws after service has commenced, Zurich
may designate a person to serve as such director's replacement. Zurich also
agrees to use all reasonable efforts to cause a Zurich designee(s) to resign
from office in the event that its ownership of the Company securities falls
below the mandatory thresholds set forth above. In the event the Company's
Board of Directors is classified at some point, Zurich may appoint its designees
to different classes.
Standstill Agreement. The Zurich Relationship Agreement sets forth the
following conditions and limitations in connection with Zurich's ownership of
Common Stock which are to be effective for a period of seven years from the date
the Zurich Common Stock Investment was consummated (the "Zurich Closing").
Zurich and its affiliates have agreed not to acquire shares of Common Stock in
amounts which would cause Zurich's ownership of Common Stock to exceed the
percentage of the outstanding Common Stock represented by the shares of Common
Stock owned by Zurich immediately following consummation of the Paul Revere
Merger and the Zurich Common Stock Investment (the "Threshold Percentage"),
provided that Zurich and its affiliates are not prohibited from acquiring shares
of Common Stock that would cause Zurich and its affiliates to exceed the
Threshold Percentage if (i) such shares are acquired from the Maclellan
Stockholders (as defined below) or are acquired from Textron (with certain
restrictions and limitations) or are acquired from other persons under certain
limited circumstances, and (ii) after giving effect to such acquisition of
Common Stock, Zurich and its affiliates would not beneficially own more than 40%
of the outstanding shares of Common Stock. Notwithstanding the foregoing,
Zurich may acquire shares of Common Stock from the Maclellan Stockholders in
amounts that would result in Zurich beneficially owning more than 40% of the
outstanding Common Stock if Zurich first offers to purchase all of the
outstanding shares of Common Stock at the same price pursuant to either a tender
offer to all stockholders or a binding merger agreement. In addition, the
Maclellan Stockholders have agreed that in the event that any of the Maclellan
Stockholders desire to sell their shares of Common Stock, such Maclellan
Stockholders shall first offer to Zurich the opportunity to purchase all, but
not less than all, of such shares.
The Zurich Relationship Agreement also provides that, for a period of seven
years from the Zurich Closing, Zurich and its affiliates may not dispose of its
beneficial interest in any Company voting securities, except: (a) to the Company
or to any person approved by a majority of the Board of Directors of the
Company; (b) in conversion, exchange or otherwise pursuant to the terms of such
Company voting securities; (c) in a merger or consolidation in which the Company
is acquired, in a plan of liquidation of the Company, or pursuant to a tender
offer under the terms of the Zurich Relationship Agreement; (d) pursuant to a
bona fide underwritten public offering; (e) pursuant to Rule 144 under the
Securities Act; (f) to Zurich or an affiliate of Zurich, subject to transfer and
buyback restrictions; (g) subject to certain restrictions and exceptions, to
Insurance Partners, L.P. or Insurance Partners Offshore (Bermuda), L.P. or one
of more affiliates of either of them (which would include Longfellow); and (h)
in any other manner, provided that prior to making any offer to sell, sale or
other transfer to any person pursuant to this clause (h) of Company voting
securities representing beneficial ownership of more than two percent (2%) of
the then outstanding Company voting securities, Zurich must give the Company the
opportunity to purchase, or to designate an alternative purchaser of, such
Company voting securities in the manner set forth in the Zurich Relationship
Agreement.
ZURICH REGISTRATION RIGHTS AGREEMENT
In connection with the execution of the Zurich Purchase Agreement, the
Company and Zurich have entered into the Zurich Registration Rights Agreement,
pursuant to which the Company has caused to be prepared and has filed with the
Commission the Registration Statement of which this Prospectus forms a part,
with respect to the sale by the Selling Stockholders from time to time of the
Shares in accordance with the intended methods of distribution described under
"Distribution of Shares." The Company has agreed to use its reasonable best
efforts to keep the Registration Statement continuously effective for a period
that will terminate when all of the Shares included in the Registration
Statement and offered by this Prospectus have been sold, subject to customary
suspension and extension periods. The Company has also
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granted to the Selling Shareholders certain limited demand rights and unlimited
"piggyback" registration rights with respect to the shares beneficially owned by
Zurich.
In addition, the Company has agreed to pay all expenses incurred by it and
the Selling Stockholders in connection with the Securities Act registration of
the Shares, including, without limitation, registration and filing fees of the
Commission, reasonable fees and disbursements of counsel to the Company and the
Selling Stockholders, any applicable state securities and "blue sky" law
registration and qualification fees, accountants' fees and expenses, transfer
taxes, and fees of transfer agents and registrars. Moreover, the Company on the
one hand, and the Selling Stockholders on the other hand, have agreed to
indemnify each other and certain affiliated parties and "control persons"
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act) from and against certain liabilities, including liabilities under
the Securities Act.
ZURICH STRATEGIC RELATIONSHIP
The marketing agreement between Zurich and the Company (the "Marketing
Agreement") is intended to set forth the terms of a strategic marketing
relationship between Zurich and the Company (the "Zurich Strategic
Relationship"). Under the terms of the Zurich Strategic Relationship, the
Company would agree to utilize products developed by Zurich whenever possible
and to offer to its customers mutual funds and institutional asset management
services offered by Zurich in return for "normal and customary" fees.
Additionally, Zurich would agree to offer the Company's individual disability
products through Zurich's United States marketing channels whenever possible,
for which Zurich would receive consideration for acting as an intermediary. The
parties also would agree to explore opportunities to market individual and group
disability products outside the United States. In the event the Company decided
to engage in a significant reinsurance transaction with respect to its
individual disability business, Zurich would have the right to provide such
reinsurance on market terms. Zurich and the Company would agree to work
together to explore other opportunities to leverage each other's strengths. The
Marketing Agreement contemplates that each of Zurich and the Company would
commit up to $1.5 million to a joint marketing/development program to fund the
expenses and/or hire dedicated staff to pursue the Zurich Strategic
Relationship.
MACLELLAN STOCKHOLDER AGREEMENT
In connection with the Zurich Purchase Agreement, Zurich entered into an
Amended and Restated Family Stockholder Agreement, dated as of May 31, 1996 (the
"Maclellan Stockholder Agreement"), with certain holders of Common Stock
referred to as "Stockholders" in the Maclellan Stockholder Agreement (the
"Maclellan Stockholders"), pursuant to which the Maclellan Stockholders have
agreed to grant certain rights of first offer to Zurich to purchase their shares
of Common Stock, as more fully described below.
The Maclellan Stockholders have agreed that, until the earlier of (i) such
time as Zurich and its affiliates beneficially own less than 5% of the Company
voting securities, and (ii) seven years from the Zurich Closing, prior to making
any sale or transfer of their shares of Common Stock, the Maclellan Stockholders
will give Zurich notice of any intention to sell or transfer and of the terms of
such proposed sale or transfer. Zurich shall then have the right to elect 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 Maclellan Stockholder Agreement), (y) 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. Notwithstanding its right of first offer under the
Maclellan Stockholder Agreement, Zurich remains subject to the limitations on
stock ownership pursuant to the Zurich Relationship Agreement.
-8-
<PAGE>
DISTRIBUTION OF SHARES
The Shares may be sold from time to time by the Selling Stockholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made from time to time (i) in transactions (which may include block sales) on
the NYSE or such other national securities exchange or automated interdealer
quotation system on which shares of Common Stock are then listed, (ii) in
negotiated transactions, or (iii) through a combination of such methods of sale,
at fixed prices, which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at negotiated
prices. The Shares may be sold directly to purchasers or through underwriters,
agents or broker-dealers by one or more of the following: (a) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (c) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) an exchange distribution in accordance with the rules of the
exchange or automated interdealer quotation system on which the Common Stock is
then listed; and (e) through the writing of options on the Shares. Any such
underwriters, agents or broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for which such underwriters, agents or broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to an underwriter, agent or particular broker-dealer will be
negotiated prior to the sale and may be in excess of customary compensation).
If required by applicable law at the time a particular offer of Shares is made,
the terms and conditions of such transaction will be set forth in a supplement
to this Prospectus. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.
In connection with the distribution of the Shares, the Selling Stockholders
may enter into hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with the Selling Stockholders. The
Selling Stockholders may also sell the Shares short and redeliver the Shares to
close out the short positions. The Selling Stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the Shares. The Selling Stockholders may also loan or
pledge the Shares to a broker-dealer, and the broker-dealer may sell the Shares
so loaned, or upon a default the broker-dealer may effect sales of the pledged
shares. In addition to the foregoing, the Selling Stockholders may from time to
time enter into other types of hedging transactions.
The Selling Stockholders and any underwriters, agents or broker-dealers who
act in connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them might be deemed to be underwriting discounts
and commissions under the Securities Act.
Under agreements that the Selling Stockholders and the Company may enter
into, underwriters, broker-dealers and/or agents who participate in the
distribution of the Shares may be entitled to indemnification by the Selling
Stockholders and the Company against certain liabilities, including liabilities
under the Securities Act. Pursuant to the Zurich Registration Rights Agreement,
the Selling Stockholders and the Company have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.
The Company will bear all expenses in connection with the registration and sale
of the Shares being offered by the Selling Stockholders, other than discounts,
concessions or commissions to underwriters, agents, brokers or dealers, fees and
expenses of counsel and other advisors to the Selling Stockholder, and all
transfer or other taxes on the sale of the Shares.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Alston & Bird, Atlanta, Georgia.
-9-
<PAGE>
EXPERTS
The consolidated financial statements of Provident incorporated by
reference in Provident's Annual Report on Form 10-K for the year ended December
31, 1996, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The consolidated financial statements of Paul Revere incorporated by
reference in Provident's Current Report on Form 8-K filed previously on March
27, 1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed by the Company (File No. 1-11834)
with the Securities and Exchange Commission ("Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
incorporated herein by reference:
1. the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. the Company's Current Report on Form 8-K dated March 27, 1997; and
3. the description of the Company's Common Stock set forth in the
Company's registration statement filed with the Commission pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the purpose of
updating any such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should
be directed to Susan N. Roth, Provident Companies, Inc., 1 Fountain Square,
Chattanooga, Tennessee 37402, or by telephone at (423) 755-1011 or facsimile at
(423) 755-3194.
-10-
<PAGE>
======================================== =====================================
NO DEALER, SALESPERSON OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY 9,523,810 SHARES
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING STOCKHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, TO ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER
TO SELL OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY [LOGO]
PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.
PROVIDENT
COMPANIES, INC.
___________________
TABLE OF CONTENTS
PAGE COMMON STOCK
----
AVAILABLE INFORMATION............. 2
FORWARD LOOKING STATEMENTS........ 2
THE COMPANY....................... 3
RISK FACTORS...................... 3
SELLING STOCKHOLDERS.............. 6
DISTRIBUTION OF SHARES............ 9
LEGAL MATTERS..................... 9
EXPERTS........................... 10 P R O S P E C T U S
DOCUMENTS INCORPORATED
BY REFERENCE.................... 10
March 27, 1997
======================================== =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the distribution of the Common Stock are
set forth in the following table. All amounts except the Securities and
Exchange Commission registration fee are estimated. The expenses set forth
below will be borne by the Company. The Selling Stockholders will pay all
discounts, concessions or commissions to underwriters, agents, brokers or
dealers, all fees and expenses of its counsel and other advisors, and all
transfer or other taxes on the sale of the Shares.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee... $132,395
Legal fees and expenses............................... 10,000
Accountants' fees and expenses........................ 10,000
Miscellaneous......................................... 2,605
--------
Total............................................. $155,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and Bylaws provide for
indemnification of directors and officers of the Registrant to the full extent
permitted by Delaware law.
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 Registrant 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 Registrant pursuant to the foregoing provisions, the Registrant
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.
Pursuant to an Amended and Restated Registration Rights Agreement between
the Company and Zurich Insurance Company, the Selling Stockholders have agreed
to indemnify the Company and its directors, officers and controlling persons
against all losses, claims, damages and liabilities that arise out of or are
based upon any alleged untrue statement of material fact in this Registration
Statement, or any alleged omission to state a material fact required to be
stated herein or necessary to make the statements herein not misleading, but
only with respect to information furnished in writing by or on behalf of the
Selling Stockholders for use in this Registration Statement.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------
<S> <C>
5.1* Opinion of Alston & Bird.
23.1 Consent of Ernst & Young LLP (incorporated by
reference to the Company's Form 10-K filed for
fiscal year ended 1996).
23.2 Consent of Ernst & Young LLP (incorporated by
reference to the Company's Form 8-K filed
previously on March 27, 1997).
23.3* Consent of Alston & Bird (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page).
99.1* Amended and Restated Registration Rights
Agreement, dated as of May 31, 1996, by and
between the Company and Zurich Insurance Company.
* Previously filed.
</TABLE>
ITEM 17. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned Registrant 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 the 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 the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
II-2
<PAGE>
(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 offered herein, 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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, as of March 26,
1997.
PROVIDENT COMPANIES, INC.
By: /s/ J. Harold Chandler
------------------------------------
J. Harold Chandler
Chairman of the Board, President
and Chief Executive Officer
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 March 26, 1997.
<TABLE>
<CAPTION>
Signatures Title
- --------------------------- --------------------------------------------------
<S> <C>
* Chairman of the Board, President and Chief
- --------------------------- Executive Officer (principal executive officer)
J. Harold Chandler
* Executive Vice President and Chief Financial
- --------------------------- Officer (principal financial officer)
Thomas R. Watjen
* Vice President and Controller
- --------------------------- (principal accounting officer)
Ralph A. Rogers, Jr.
* Director
- ---------------------------
William L. Armstrong
* Director
- ---------------------------
Charlotte M. Heffner
* Director
- ---------------------------
Hugh B. Jacks
* Director
- ---------------------------
William B. Johnson
</TABLE>
II-4
<PAGE>
* Director
- ---------------------------
Hugh O. Maclellan, Jr.
* Director
- ---------------------------
A. S. MacMillan
* Director
- ---------------------------
C. William Pollard
* Director
- ---------------------------
Scott L. Probasco, Jr.
Director
- ---------------------------
Steven S Reinemund
Director
- ---------------------------
Burton E. Sorenson
*By: /s/ Susan N. Roth
-----------------------
Susan N. Roth
Attorney-in-fact March 26, 1997
II-5
