SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNUMPROVIDENT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 62-1598430
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(State of incorporation or organization) (I.R.S. employer
identification no.)
2211 Congress Street
Portland, Maine 04122
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(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8.8% Junior Subordinated Deferrable New York Stock Exchange, Inc.
Interest Debentures, Series A
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Page 1 of 4
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereunder are the outstanding 8.8%
Junior Subordinated Deferrable Interest Debentures, Series A (the "Debentures")
of UNUMProvident Corporation ("UNUMProvident").
On June 30, 1999, UNUM Corporation, a Delaware Corporation ("UNUM")
merged (the "Merger") with and into Provident Companies, Inc., a Delaware
corporation ("Provident"), with Provident as the surviving corporation in the
Merger. In the Merger, Provident (a) changed its name to "UNUMProvident
Corporation" and (b) assumed all the obligations of UNUM under the Indenture,
dated as of May 1, 1995 (the "Indenture"), between UNUM Corporation and Mellon
Bank, N.A., as Trustee, and the First Supplemental Indenture, dated as of May 1,
1995 (the "Supplemental Indenture") to the Indenture, between UNUM and Mellon
Bank, N.A., as Trustee, such assumption to occur pursuant to the Agreement and
Plan of Merger, dated as of November 22, 1998, as amended as of May 25, 1999,
between UNUM and Provident, Section 259 of the Delaware General Corporation Law,
the Indenture and the Supplemental Indenture.
A description of the Debentures is set forth under the caption
"Description of Debt Securities" in UNUM's Prospectus, dated October 8, 1993
(Registration No. 33-69132), filed with the Securities and Exchange Commission
on October 14, 1993, and the Section captioned "Certain Terms of the Series A
Junior Subordinated Debentures" in UNUM's Prospectus Supplement, dated May 4,
1995, filed with the Securities and Exchange Commision on May 5, 1995, are
incorporated herein by reference.
Page 2 of 4
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ITEM 2. EXHIBITS
Pursuant to the instructions as to exhibits to Form 8-A, the following
exhibits are being filed with this Registration Statement:
1. Restated Certificate of Incorporation of UNUMProvident Corporation,
incorporated by reference from UNUMProvident's Form 8-A/A filed on
June 30, 1999 (File No. 001-11834).
2. Amended and Restated Bylaws of UNUMProvident Corporation, incorporated
by reference from UNUMProvident's Form 8-A/A filed on June 30, 1999
(File No. 001-11834).
3. Form of Indenture between UNUM Corporation and Mellon Bank, N.A., as
Trustee, incorporated herein by reference from UNUM's Current Report
on Form 8-K dated April 26, 1995 (File No. 001-09254).
4. Form of First Supplemental Indenture between UNUM Corporation and
Mellon Bank, N.A., as Trustee, incorporated herein by reference from
Registrant's Current Report on Form 8-K dated April 26, 1995 (File No.
001-09254).
5. Form of Security (contained in Exhibits 3 and 4).
Page 3 of 4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
UNUMPROVIDENT CORPORATION
By: /s/ F. Dean Copeland
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Name: F. Dean Copeland
Title: Executive Vice President-Legal
and Administrative
Dated: July 21, 1999
Page 4 of 4
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EXHIBIT INDEX
Exhibit No. Description
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1. Restated Certificate of Incorporation of UNUMProvident Corporation,
incorporated by reference from UNUMProvident's Form 8-A/A filed on
June 30, 1999 (File No. 001-11834).
2. Amended and Restated Bylaws of UNUMProvident Corporation,
incorporated by reference from UNUMProvident's Form 8-A/A filed on
June 30, 1999 (File No. 001-11834).
3. Form of Indenture between UNUM Corporation and Mellon Bank, N.A.,
as Trustee, incorporated herein by reference from UNUM's Current
Report on Form 8-K dated April 26, 1995 (File No. 001-09254).
4. Form of First Supplemental Indenture between UNUM Corporation and
Mellon Bank, N.A., as Trustee, incorporated herein by reference
from Registrant's Current Report on Form 8-K dated April 26, 1995
(File No. 001-09254).
5. Form of Security (contained in Exhibits 3 and 4).
