<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 1998
PROVIDENT COMPANIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11834 62-1598430
- ------------------------------ ----------- ------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Fountain Square, Chattanooga, Tennessee 37402
-------------------------------------------------
(Address of principal executive offices, including Zip Code)
(423) 755-1011
--------------
Registrant's telephone number, including area code
N/A
---
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On March 1, 1998, Provident Companies, Inc. and Provident Financing Trust I
(the "Provident Trust") offered for sale pursuant to a preliminary prospectus,
subject to completion, $250,000,000 aggregate amount of Capital Securities
representing preferred undivided beneficial interests in the assets of Provident
Trust. This current report on Form 8-K is being filed for the purpose of filing
as exhibits to the Provident Companies, Inc. and Provident Trust Registration
Statement on Form S-3, File No. 333-25009, (i) the Form T-1 for the Trustee
under the Amended and Restated Declaration of Trust and (ii) the Form T-1 for
the Trustee under the Guarantee Agreement. Both the Amended and Restated
Declaration of Trust and the Guarantee Agreement will be entered into in
connection with the proposed sale of Capital Securities of the Provident
Trust.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
PROVIDENT COMPANIES, INC.
(REGISTRANT)
/s/ Thomas R. Watjen
---------------------------------------------
Thomas R. Watjen
Vice Chairman and Chief Financial Officer
Date: March 4, 1998
3
<PAGE>
EXHIBIT INDEX
99.1 Statement of Eligibility and Qualification of Trustee on Form T-1
under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank under the Amended and Restated Declaration of Trust.
99.2 Statement of Eligibility and Qualification of Trustee on Form T-1
under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank under the Guarantee Agreement.
4
<PAGE>
EXHIBIT 99.1
--------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
------
---------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------
PROVIDENT FINANCING TRUST I
(Exact name of obligor as specified in its charter)
DELAWARE 52-6894896
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O PROVIDENT COMPANIES, INC.
1 FOUNTAIN SQUARE
CHATTANOOGA, TN 37402
(Address of principal executive offices) (Zip Code)
---------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
---------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
<PAGE>
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of January, 1998.
THE CHASE MANHATTAN BANK
By /s/ Gregory P. Shea
--------------------
Gregory P. Shea
Senior Trust Officer
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 1001 7
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
<S> <C>
Noninterest-bearing balances and
currency and coin............................................ $ 11,760
Interest-bearing balances.................................... 4,343
Securities:
Held to maturity securities....................................... 2,704
Available for sale securities..................................... 37,885
Federal funds sold and securities purchased under
agreements to resell......................................... 27,358
Loans and lease financing receivables:
Loans and leases, net of unearned income...... $127,370
Less: Allowance for loan and lease losses..... 2,760
Less: Allocated transfer risk reserve......... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve....................................... 124,597
Trading Assets.................................................... 64,630
Premises and fixed assets (including capitalized
leases)...................................................... 2,925
Other real estate owned........................................... 286
Investments in unconsolidated subsidiaries and
associated companies......................................... 232
Customers' liability to this bank on acceptances
outstanding.................................................. 2,212
Intangible assets................................................. 1,480
Other assets...................................................... 11,117
--------
TOTAL ASSETS...................................................... $291,529
========
</TABLE>
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits
In domestic offices............................................ $ 86,574
Noninterest-bearing............................................ 31,818
Interest-bearing............................................... 54,756
In foreign offices, Edge and Agreement subsidiaries,
and IBF's...................................................... 69,887
Noninterest-bearing............................................ 3,777
Interest-bearing............................................... 66,110
Federal funds purchased and securities sold under agree-
ments to repurchase............................................ 45,307
Demand notes issued to the U.S. Treasury............................ 161
Trading liabilities................................................. 47,406
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less.................. 4,578
With a remaining maturity of more than one year .
through three years................................................. 261
With a remaining maturity of more than three years............. 131
Bank's liability on acceptances executed and outstanding............ 2,212
Subordinated notes and debentures................................... 5,715
Other liabilities................................................... 12,355
TOTAL LIABILITIES................................................... 274,587
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus............. 0
Common stock.............................................. 1,211
Surplus (exclude all surplus related to preferred stock).. 10,294
Undivided profits and capital reserves.................... 5,414
Net unrealized holding gains (losses)
on available-for-sale securities.......................... 7
Cumulative foreign currency translation adjustments....... 16
TOTAL EQUITY CAPITAL...................................... 16,942
--------
TOTAL LIABILITIES AND EQUITY CAPITAL...................... $291,529
========
</TABLE>
<PAGE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is
true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECOUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
<PAGE>
EXHIBIT 99.2
---------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
------
---------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------
PROVIDENT COMPANIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 62-1598430
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O PROVIDENT COMPANIES, INC.
1 FOUNTAIN SQUARE
CHATTANOOGA, TN 37402
(Address of principal executive offices) (Zip Code)
---------------------------------------
GUARANTEE AGREEMENT
(Title of the indenture securities)
---------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
<PAGE>
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of January, 1998.
THE CHASE MANHATTAN BANK
By /s/ Gregory P. Shea
--------------------
Gregory P. Shea
Senior Trust Officer
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 1001 7
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin............................................ $ 11,760
Interest-bearing balances.................................... 4,343
Securities:
Held to maturity securities....................................... 2,704
Available for sale securities..................................... 37,885
Federal funds sold and securities purchased under
agreements to resell......................................... 27,358
Loans and lease financing receivables:
Loans and leases, net of unearned income..................... 127,370
Less: Allowance for loan and lease losses.................... 2,760
Less: Allocated transfer risk reserve........................ 13
--------
Loans and leases, net of unearned income,
allowance, and reserve....................................... 124,597
Trading Assets.................................................... 64,630
Premises and fixed assets (including capitalized
leases)...................................................... 2,925
Other real estate owned........................................... 286
Investments in unconsolidated subsidiaries and
associated companies......................................... 232
Customers' liability to this bank on acceptances
outstanding.................................................. 2,212
Intangible assets................................................. 1,480
Other assets...................................................... 11,117
--------
TOTAL ASSETS...................................................... $291,529
========
</TABLE>
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits
In domestic offices................................................ $ 86,574
Noninterest-bearing................................................ 31,818
Interest-bearing................................................... 54,756
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's.......................................................... 69,887
Noninterest-bearing................................... $ 3,777
Interest-bearing...................................... 66,110
Federal funds purchased and securities sold under agree-
ments to repurchase............................................... 45,307
Demand notes issued to the U.S. Treasury............................... 161
Trading liabilities.................................................... 47,406
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less..................... 4,578
With a remaining maturity of more than one year .
through three years.................................................... 261
With a remaining maturity of more than three years................ 131
Bank's liability on acceptances executed and outstanding............... 2,212
Subordinated notes and debentures...................................... 5,715
Other liabilities...................................................... 12,355
TOTAL LIABILITIES...................................................... 274,587
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................... 0
Common stock........................................................... 1,211
Surplus (exclude all surplus related to preferred stock)............... 10,294
Undivided profits and capital reserves................................. 5,414
Net unrealized holding gains (losses)
on available-for-sale securities....................................... 7
Cumulative foreign currency translation adjustments.................... 16
TOTAL EQUITY CAPITAL................................................... 16,942
--------
TOTAL LIABILITIES AND EQUITY CAPITAL................................... $291,529
========
</TABLE>
<PAGE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is
true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECOUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
