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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrants /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
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/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Joint filing by:
Provident Companies, Inc. and UNUM Corporation
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(Name of Each Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrants)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:________________________________________________
(2) Form, Schedule or Registration Statement no.:__________________________
(3) Filing Party:__________________________________________________________
(4) Date Filed:____________________________________________________________
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[UNUM Logo] [Provident Logo]
Contacts: UNUM Corporation Provident Companies, Inc.
Media: Media & Analysts:
Catharine Hartnett Thomas A.H. White
(207) 770-4361 (423) 755-8996
Analysts:
Kent W. Mohnkern
(207) 770-4392
UNUM CORPORATION AND PROVIDENT COMPANIES, INC.
ANNOUNCE DATE FOR MEETINGS OF
SHAREHOLDERS TO APPROVE MERGER
Portland, Maine and Chattanooga, Tenn. - June 2, 1999 - UNUM Corporation (NYSE:
UNM) and Provident Companies, Inc. (NYSE: PVT) today announced that the meetings
of shareholders to consider the proposed merger creating UNUMProvident will be
held on June 30, 1999. The UNUM meeting will be held in South Portland, ME at
the Portland Marriott at 8:30 AM. The Provident meeting, which will also serve
as its annual shareholders meeting, will be held at the company's home office
building in Chattanooga, TN at 8:30 AM. The record date for both meetings is
May 10, 1999.
The Registration Statement containing the joint proxy statement related to the
transaction has been declared effective by the Securities and Exchange
Commission, and each company expects to mail proxy materials to its shareholders
today. The proxy materials contain additional information about the terms of the
merger.
The companies also disclosed that management has proposed and the Boards of
Directors have approved, that effective with the merger, Provident Chairman,
President and Chief Executive Officer J. Harold Chandler's responsibilities in
the new operating structure will include management of all operating and staff
areas.
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In that role, Chandler will serve as President and Chief Operating Officer of
UNUMProvident and will report to UNUM Chairman and Chief Executive Officer
James F. Orr, who will serve as UNUMProvident's executive Chairman and Chief
Executive Officer. Coincident with this organizational decision, management
recommended and the Boards approved that Chandler will assume the role of CEO
on July 1, 2000. Orr will continue as the Chairman of the Board and of its
Executive Committee.
"We agreed that a more efficient and effective organization designed to benefit
our customers and shareholders will result from Harold's being directly
responsible for all components of the business from `day one'," said Orr.
Previously, the companies had announced proposed plans for Chandler to manage
all domestic operational areas of the merged organization. "We have a tremendous
opportunity to better serve our customers and provide valued financial
protection to those who need it. By streamlining our management structure, we
improve our ability to grow our combined enterprise."
Chandler added, "I look forward to working closely with Jim and our talented
management team in building a strong UNUMProvident organization."
The companies also indicated that the parent company will be UNUMProvident
Corporation, traded on the New York Stock Exchange under the symbol "UNM."
Furthermore, based on preliminary research, the new company expects to market
under the "UNUM" name together with Provident's existing tagline, "Protecting
everything you work for."
UNUM and Provident initially announced the merger on November 23, 1998. Under
the terms of the merger agreement, Provident shareholders will receive 0.73
shares of UNUMProvident in exchange for each Provident common share and UNUM
shareholders will receive one share of UNUMProvident in exchange for each UNUM
common share. The transaction, which is expected to close mid-year, is subject
to clearance or approval by certain state and foreign regulators, approval by
shareholders of both companies, and customary closing conditions. Insurance
department hearings to consider the merger have been scheduled for June 14-16 by
the Maine Bureau of Insurance and for June 21 by the South Carolina Department
of Insurance. As announced last week, the Federal Trade Commission has accepted
a Consent Agreement and granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, allowing the two
companies to proceed with the merger.
Based in Chattanooga, Provident, through its subsidiaries, is a leading provider
of disability insurance and related products for individual and corporate
customers. Provident has significant operations throughout the U.S. and Canada.
Based in Portland, UNUM, through its businesses, is the world leader in group
disability insurance and ranks among the world's leading special risk insurers.
UNUM's companies are leading providers of disability insurance in North America
and the United Kingdom, as well as providers of other employee benefits,
including group life insurance, long term care insurance and payroll-deducted
voluntary benefits offered to employees at their worksites. UNUM has operations
in the
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United States, Canada, the U.K., the Pacific Rim, Europe, Latin America and
Bermuda.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding the business of UNUM
Corporation and Provident Companies, Inc., which are not historical facts are
"forward-looking statements" that involves risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results
to differ materially from those contained in the forward-looking statements,
see "Forward-Looking Information" in the UNUM Corporation Form 10-K/A and
"Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors"
in the Provident Companies, Inc. Form 10-K/A, in each case for the fiscal year
ended December 31, 1998.
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