<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1999
File No. 333-__________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
PROVIDENT COMPANIES, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 62-1598430
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1 Fountain Square
Chattanooga, Tennessee 37402
(423) 755-1011
(Address, including zip code, and telephone number of
Principal Executive Offices)
Provident Companies, Inc. Stock Plan of 1999
Provident Companies, Inc. Non-Employee Director Compensation Plan of 1998
Employee Stock Option Plan of 1998
Amended and Restated Annual Management Incentive Compensation Plan of 1994
(Full Titles of the Plans)
Susan N. Roth Copy to:
Provident Companies, Inc. Michael L. Stevens
1 Fountain Square Alston & Bird LLP
Chattanooga, Tennessee 37402 One Atlantic Center
(423) 755-8913 1201 West Peachtree Street, NW
(Name, address, including zip code, Atlanta, Georgia 30309-3424
and telephone number, (404) 881-7546
including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration Fee
Per Unit (2) Offering Price (2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 6,350,000 $42.125 $267,493,750 $74,363.26
value per share
==============================================================================================================================
</TABLE>
(1) Amount to be registered includes 4,000,000 shares which may be issued
pursuant to the Provident Companies, Inc. Stock Plan of 1999, 500,000
shares which may be issued pursuant to the Provident Companies, Inc. Non-
Employee Director Compensation Plan of 1998, 350,000 shares which may be
issued pursuant to the Employee Stock Option Plan of 1998, and 1,500,000
shares which may be issued pursuant to the Amended and Restated Annual
Management Compensation Plan of 1994, plus such additional shares as may be
issued by reason of stock splits, stock dividends or similar transactions.
(2) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Company's Common
Stock reported on the New York Stock Exchange on June 23, 1999.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended. Upon written or oral request, the
Company will provide, without charge, the documents incorporated by reference in
Item 3 of Part II of this Registration Statement. The documents are incorporated
by reference in the Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Susan N. Roth, Corporate Secretary, at (423)
755-8913.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Provident Companies, Inc.
(the "Company") (File No. 1-11834) with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998; and
(3) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation and Bylaws provide for
indemnification of directors and officers of the Company to the full extent
permitted by Delaware law.
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.
<PAGE>
In addition, pursuant to the authority of Delaware law, the Certificate
of Incorporation of the Company also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission (the
"Commission") such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits
The exhibits listed in the Exhibit Index are filed as part of this
Registration Statement.
Item 9. Undertakings
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company
<PAGE>
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(signatures on following page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on June 28, 1999.
PROVIDENT COMPANIES, INC.
By: /s/ J. Harold Chandler
----------------------------------
J. Harold Chandler
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints F. Dean Copeland and Susan N. Roth, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of the, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
------------ ----- ----
<S> <C> <C>
/s/ J. Harold Chandler Chairman of the Board, President 6/10/99
- ------------------------------------------ and Chief Executive Officer
J. Harold Chandler (principal executive officer)
/s/ Thomas R. Watjen Vice Chairman and 6/10/99
- ------------------------------------------ Chief Financial Officer
Thomas R. Watjen (principal financial officer)
/s/ Ralph A. Rogers, Jr. Senior Vice President and 6/10/99
- ------------------------------------------ Controller(principal accounting officer)
Ralph A. Rogers, Jr.
/s/ William L. Armstrong Director 6/10/99
- ------------------------------------------
William L. Armstrong
/s/ William H. Bolinder Director 6/11/99
- ------------------------------------------
William H. Bolinder
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
------------ ----- ----
<S> <C> <C>
/s/ Charlotte M. Heffner Director 6/10/99
- ------------------------------------------
Charlotte M. Heffner
Director -------
- ------------------------------------------
Hugh B. Jacks
/s/ Hugh O. Maclellan, Jr. Director 6/09/99
- ------------------------------------------
Hugh O. Maclellan, Jr.
/s/ A. S. MacMillan Director 6/22/99
- ------------------------------------------
A. S. MacMillan
/s/ C. William Pollard Director 6/10/99
- ------------------------------------------
C. William Pollard
/s/ Scott L. Probasco, Jr. Director 6/11/99
- ------------------------------------------
Scott L. Probasco, Jr.
/s/ Steven S Reinemund Director 6/10/99
- ------------------------------------------
Steven S Reinemund
/s/ Burton E. Sorensen Director 6/10/99
- ------------------------------------------
Burton E. Sorensen
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
3.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to the Company's Form 10-K for fiscal year ended
1995, as amended by Certificate of Amendment and incorporated
herein by reference)
3.2 By-Laws (filed as Exhibit 3.2 to the Company's Report on Form
10-Q filed for fiscal year ended September 30, 1998 and
incorporated herein by reference)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page of this
Registration Statement)
99 Acknowledgment of Ernst & Young LLP
<PAGE>
[Letterhead of Alston & Bird LLP appears here]
June 24, 1999
Provident Companies, Inc.
1 Fountain Square
Chattanooga, Tennessee 34702
Re: Form S-8 Registration Statement of Provident Companies, Inc. --
Provident Companies, Inc. Stock Plan of 1999
Provident Companies, Inc. Non-Employee Director Compensation Plan of 1998
Employee Stock Option Plan of 1998
Amended and Restated Annual Management Incentive Compensation Plan of 1994
Ladies and Gentlemen:
We have acted as counsel for Provident Companies, Inc., a Delaware
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 6,350,000 shares of the
Company's common stock, $1.00 par value ("Common Stock") that may be offered and
sold pursuant to the grant and exercise of awards under the Provident Companies,
Inc. Stock Plan of 1999, the Provident Companies, Inc. Non-Employee Director
Compensation Plan of 1998, the Company's Employee Stock Option Plan of 1998, or
the Company's Amended and Restated Annual Management Incentive Compensation Plan
of 1994 (the "Plans"). This Opinion Letter is rendered pursuant to Item 8 of
Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued upon the grant and exercise of awards pursuant the
Plans have been duly authorized by all requisite action on the part of the
Company and, when issued in accordance with the terms and conditions of the
Plans, will be legally and validly issued, fully paid and nonassessable.
<PAGE>
Provident Companies, Inc.
June 24, 1999
Page 2
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
----------------------------------
Laura G. Thatcher
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Provident Companies, Inc. Stock Plan of 1999, the
Provident Companies, Inc. Non-Employee Director Compensation Plan of 1998, the
Employee Stock Option Plan of 1998, and the Amended and Restated Annual
Management Incentive Compensation Plan of 1994; all of Provident Companies, Inc.
of our report dated February 9, 1999 with respect to the consolidated financial
statements and schedules of Provident Companies, Inc. included in its Annual
Report (Form 10-K/A) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Chattanooga, Tennessee
June 28, 1999
<PAGE>
EXHIBIT 99
ACKNOWLEDGMENT
Board of Directors and Shareholders
Provident Companies, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Provident Companies, Inc. for the registration of 6,350,000 shares
of its common stock of our report dated May 12, 1999 relating to the unaudited
condensed consolidated interim financial statements of Provident Companies, Inc.
that are included in its Form 10-Q/A for the quarter ended March 31, 1999.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
ERNST & YOUNG LLP
Chattanooga, Tennessee
June 28, 1999
