UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
November 22, 1998
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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 ss.ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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.
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).
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CUSIP No. 743862 10 4
1 NAME OF REPORTING PERSON: CHARLOTTE MACLELLAN HEFFNER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
NOT APPLICABLE
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: 2,408,960 SHARES*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 20,784,095 SHARES
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 922,890 SHARES*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 22,393,645 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 23,316,535 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): 17.22%
14 TYPE OF REPORTING PERSON: IN
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*Including 7,500 shares issuable upon exercise of options.
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This Amendment No. 3 to the Schedule 13D of Charlotte Maclellan Heffner is
being filed as a result of the execution and delivery of a Stockholders
Agreement dated as of November 22, 1998 (the "Stockholders Agreement"), among
UNUM Corporation, a Delaware corporation ("UNUM"), Mrs. Heffner and certain
other stockholders of Provident Companies, Inc. (the "Issuer"). The Stockholders
Agreement was entered into by the parties thereto pursuant to an Agreement and
Plan of Merger dated as of November 22, 1998, between UNUM and the Issuer (the
"Merger Agreement"), which provides for the merger of UNUM with and into the
Issuer (the "Merger").
Item 2. Identity and Background
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The person filing this Statement is Charlotte M. Heffner ("Mrs. Heffner").
Mrs. Heffner, a citizen of the United States, is not presently employed. Her
residence address is 1991 West Paces Ferry Road, N.W., Atlanta, Georgia
30327-2515. Mrs. Heffner is a director of the Issuer.
During the last five years, Mrs. Heffner has not been convicted in any
criminal proceeding, nor has she been a party to a civil proceeding as a result
of which she 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.
Item 4. Purpose of the Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO ADD THE
FOLLOWING:
To implement the Merger, it will be necessary for the Issuer to obtain the
approval of its stockholders. In the Stockholders Agreement, Mrs. Heffner has
agreed, during the term of such Agreement and subject to its conditions, to vote
the shares of Common Stock which she
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owns directly (915,390 shares), and any other shares which she may hereafter
acquire, in favor of the Merger, the adoption and approval of the Merger
Agreement and the approval of the transactions contemplated by the Merger
Agreement. In addition, the Stockholders Agreement provides that if at the time
the Merger Agreement is submitted for approval by the stockholders of the
Issuer, Mrs. Heffner is an "affiliate" of the Company for purposes of qualifying
the Merger for pooling-of-interests accounting treatment, Mrs. Heffner will
deliver to UNUM an agreement that she has not disposed of and will not dispose
of any shares of Common Stock in a manner that might adversely affect the
qualification of the Merger as a pooling-of-interests. Mrs. Heffner's
obligations under the Stockholders Agreement attach to all shares of which she
is or will be the direct beneficial owner and will in general be binding upon
any person to which legal or beneficial ownership of such shares shall pass,
whether by operation of law or otherwise.
The Stockholders Agreement will terminate upon the first to occur of (i)
the effective time of the Merger, (ii) the date on which the Merger Agreement is
terminated in accordance with its terms, and (iii) the date on which the Merger
Agreement or related agreements are amended in certain specified respects, or
action is otherwise taken by the Issuer or UNUM which has the same effect as
would such amendments.
The Stockholders 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).
* * *
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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;
(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
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(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.
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
23,316,535 shares of Common Stock, or approximately 17.22% of the 135,410,049
shares of Common Stock which, the Issuer's transfer agent has advised Mrs.
Heffner, were outstanding on December 11, 1998 (plus the 7,500 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, 922,890 shares of Common Stock,
including 7,500 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 15,484,693 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 2,506,190 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 O. Maclellan, Jr. and Thomas H.
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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 1,635,000 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 296,680 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.;
(6) may be deemed an indirect beneficial owner of 885,412 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. Brock,
Henry A. Henegar, Hugh O. Maclellan, Jr. and John C. Stophel;
(7) may be deemed an indirect beneficial owner of 138,400 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.;
(8) may be deemed an indirect beneficial owner of 134,400 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;
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(9) may be deemed an indirect beneficial owner of 123,480 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.;
(10) may be deemed an indirect beneficial owner of 600,000 shares of
Common Stock held by a 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
(11) may be deemed an indirect beneficial owner of 589,390 shares of
Common Stock held by a 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 SunTrust Bank Chattanooga, N.A.
On the basis of the foregoing, Mrs. Heffner may be deemed to have sole
voting power over 2,408,960 shares of Common Stock, shared voting power over
20,784,095 shares of Common Stock, sole dispositive power over 922,890 shares of
Common Stock, and shared dispositive power over 22,393,645 shares of Common
Stock.
Richard L. Heffner, Mrs. Heffner's husband, is the direct beneficial owner
of 18,964 shares of Common Stock and the indirect beneficial owner, as trustee,
of 46,700 shares of Common Stock. Mrs. Heffner disclaims beneficial ownership of
all such shares.
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
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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:
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
303 Peachtree Street N.E., Atlanta, Georgia 30308. 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
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found in the reports filed by it pursuant to Section 13(a) of the Exchange Act
(Commission File No. 0-20469).
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 1991 West Paces
Ferry Road, N.W., Atlanta, Georgia 30327-2515.
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 2100 River Edge
Parkway, N.W., Suite 800, 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.
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.
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(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 ADD THE
FOLLOWING:
In February 1998, 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 1998 and until the 1999
Annual Meeting of the Foundation. Substantially identical proxies have been
granted in past years to Hugh O. Maclellan, Jr. 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 description of the material terms of the Stockholders Agreement
appearing in Item 4 of this Amendment No. 3 is hereby incorporated by reference
in this Item 6. Such description is qualified in its entirety by reference to
the complete text of the Stockholders Agreement, which is Exhibit 7 to this
Statement.
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Item 7. Material to be Filed as Exhibits
Exhibit 7 - Stockholders Agreement dated as of November 22, 1998, among
UNUM Corporation, a Delaware corporation, and the
individuals and other parties listed on Schedule A attached
thereto. Such Agreement was filed with the Securities and
Exchange Commission as Exhibit 10.3 to Amendment No. 1 dated
November 30, 1998, to the Current Report on Form 8-K of UNUM
Corporation bearing cover date of November 22, 1998
(Commission File No. 1-9254), and is hereby incorporated by
reference in this Statement.
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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: December 12, 1998
/s/Charlotte M. Heffner
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Charlotte M. Heffner
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