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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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SPECIAL EDITION
PROXY STATEMENT
June 2, 1999
UNUM PROVIDENT NEWS
Merger update for employees of UNUM and Provident
THIS ISSUE OF UNUMPROVIDENT NEWS PROVIDES INFORMATION FOR ALL EMPLOYEES AND IS
NOT INTENDED TO SOLICIT VOTES ON THE PROPOSALS IN THE PROXY STATEMENT.
EMPLOYEES WHO ARE STOCKHOLDERS SHOULD CAREFULLY REVIEW PROXY MATERIALS PRIOR
TO MAKING A DECISION ON THEIR VOTE.
THIS WEEK, PROXY STATEMENTS ARE BEING MAILED TO ALL STOCKHOLDERS OF UNUM AND
PROVIDENT. A PROXY STATEMENT IS A DOCUMENT THAT PROVIDES STOCKHOLDERS WITH
INFORMATION NECESSARY TO VOTE IN AN INFORMED MANNER ON MATTERS TO BE BROUGHT
UP AT A STOCKHOLDERS' MEETING. THE PROXY STATEMENT BEING MAILED THIS WEEK IS A
JOINT FILING BY BOTH COMPANIES WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (SEC). THE SUBJECT OF THE PROXY STATEMENT IS, OF COURSE, THE
PROPOSED MERGER OF THE TWO COMPANIES AND THE MEETINGS THAT HAVE BEEN CALLED
FOR THE CONSIDERATION OF AND VOTE UPON THE MERGER PROPOSAL. IT ALSO SERVES AS
THE ANNUAL MEETING PROXY STATEMENT FOR PROVIDENT STOCKHOLDERS. WITHIN THE
PROXY STATEMENT, INFORMATION REGARDING THE TERMS OF THE TRANSACTION, THE
RATIONALE FOR THE MERGER, THE PROPOSED CORPORATE GOVERNANCE STRUCTURE,
INCLUDING THE BOARD OF DIRECTORS, AND MERGER BACKGROUND IS PROVIDED.
CONTENTS
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The Stockholder Vote ........................................ 1
Background to the Merger .................................... 2
Terms of the Merger ......................................... 2
Organization Following Merger Closing ....................... 3
Ticker Symbol ............................................... 3
Strategic Rationale ......................................... 4
Financial Highlights ........................................ 5
Corporate Governance of UNUMProvident ....................... 5
Q&A ......................................................... 9
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THE STOCKHOLDER VOTE
The Boards of Directors of Provident Companies, Inc. and UNUM Corporation have
each called meetings for June 30, 1999, at which time a vote upon the proposal
to adopt the merger agreement will be taken. If stockholders do not plan to
attend the actual meeting, they are being asked to submit their proxy with
voting instructions by mail, by telephone or through the Internet in
accordance with instructions contained in the mailing. Each company's
stockholders will be asked to consider specific matters.
THE PROVIDENT ANNUAL MEETING OF STOCKHOLDERS
At the annual meeting of stockholders of Provident Companies, Inc., which will
be held on June 30 at 8:30 a.m. in the Atrium, Provident stockholders will
vote on the following matters:
- - A proposal to adopt the Agreement and Plan of Merger between UNUM
Corporation and Provident, after which UNUM and Provident will merge under
the name UNUMProvident Corporation.
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THE STOCKHOLDER VOTE (CONTINUED FROM PREVIOUS PAGE)
- - A proposal to approve an amendment (the "Provident Reclassification
Amendment") to the Amended and Restated Certificate of Incorporation of
Provident which provides that each share of Provident common stock
outstanding immediately prior to the effective time of the amendment
will be automatically reclassified and converted into 0.73 of a share of
Provident common stock.
- - A proposal to amend the Stock Plan of 1999 to increase the number of
shares so it can be used by the merged company.
- - The election of the Provident Board of Directors since this meeting is
also Provident's normal annual meeting.
THE UNUM SPECIAL MEETING OF STOCKHOLDERS
At a special meeting of stockholders of UNUM Corporation, which will be held
on June 30 at 8:30 a.m. at the Portland Marriott, UNUM stockholders will vote
on the following matters:
- - A proposal to adopt the Agreement and Plan of Merger between UNUM and
Provident Companies, Inc., after which UNUM and Provident will merge
under the name UNUMProvident Corporation.
- - Other business related to the merger proposal that may come before the
UNUM special meeting.
BACKGROUND TO THE MERGER
The proxy statement details the sequence of high-level discussions that
brought about the proposed merger. During April of 1998, Harold Chandler and
Jim Orr engaged in preliminary discussions to explore the possibility of a
strategic alliance between Provident and UNUM and to discuss the fundamental
strategic rationale for a combination of the two companies. Throughout much
of the last three quarters of 1998, Chandler and Orr, along with other senior
members of management and the boards of both companies, discussed and
negotiated the merger agreement, which culminated in the signing of
agreements on November 22, 1998, and the public announcement on November 23.
TERMS OF THE MERGER
As a recap, the following bullet points review major terms of the merger
agreement approved by the boards of both companies.
- - Provident stockholders will have their shares reclassified as part of
the transaction. This will have the practical effect of their receiving
0.73 shares of UNUMProvident in exchange for each Provident common
share. UNUM stockholders will receive one share of UNUMProvident in
exchange for each UNUM common share.
- - The transaction will be accounted for as a pooling of interests and is
expected to be tax-free to stockholders of both companies.
- - Upon the merger of the companies, Jim Orr will serve as chairman and
chief executive officer of UNUMProvident and Harold Chandler will serve
as president and chief operating officer. On July 1, 2000, Chandler will
succeed Orr as chief executive officer of UNUMProvident, and Orr will
remain UNUMProvident's chairman.
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TERMS OF THE MERGER (CONTINUED FROM PREVIOUS PAGE)
- - The UNUMProvident Board of Directors will be made up of eight current
members of the UNUM Board and seven current members of the Provident
Board. The only inside directors will be Orr and Chandler. SEE PAGE 5 FOR
MORE INFORMATION ON THE BOARD OF DIRECTORS.
- - The executive committee of the board will be comprised of Orr, Chandler,
two current UNUM directors and two current Provident directors. SEE PAGE 8
FOR MORE DETAILS ON THE COMMITTEE STRUCTURE.
- - Significant corporate operations of UNUMProvident will remain in both
Portland, Maine, and Chattanooga, Tennessee.
- - UNUMProvident plans to maintain substantial operations in Columbia, South
Carolina; Worcester, Massachusetts; Toronto/Burlington, Canada; and in
other North American cities and international locations.
- - The transaction needs to gain approval by stockholders of both companies,
insurance regulators in four states and the U.K., as well as customary
closing conditions.
- - As a result of the merger, approximately 58% of UNUMProvident will be
owned by current UNUM stockholders and 42% of UNUMProvident by current
Provident stockholders.
TICKER SYMBOL
The shares of UNUMProvident common stock to be issued in connection with the
merger will be listed on the NYSE under the symbol, "UNM."
ORGANIZATION FOLLOWING MERGER CLOSING
The managements of UNUM and Provident have proposed and the Boards of
Directors have approved changes in the operating structure following the
merger closing. After closing, all operating and staff areas of UNUMProvident
will report to Harold Chandler, who will be President and Chief Operating
Officer (COO). Harold will report to UNUMProvident Chairman and Chief
Executive Officer Jim Orr. "We agreed that a more efficient and effective
organization designed to benefit our customers and stockholders will result
with Harold being directly responsible for all components of the business from
Day One."
Harold will succeed Jim as CEO on July 1, 2000. Jim will continue as Chairman
of the Board and of its Executive Committee. "We have a tremendous opportunity
to better serve our customers and provide valued financial protection to those
who need it," said Jim. "By streamlining our management structure, we improve
our ability to grow our combined enterprise."
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ORGANIZATION FOLLOWING MERGER CLOSING (CONTINUED FROM PREVIOUS PAGE)
The organizational chart below illustrates the executive management structure
for UNUMProvident. This is the organization that will be in effect at closing.
[CHART DEPICTING UNUMPROVIDENT CORPORATE ORGANIZATION]
STRATEGIC RATIONALE
In the proxy statement, the Board of Directors of each company outlines the
strategic rationale for the merger of these two companies.
In reaching their respective conclusions to recommend that Provident and UNUM
stockholders both vote "FOR" the adoption of the merger agreement, the Boards
of Directors outlined the following as some of the potentially positive
factors:
GROWTH OPPORTUNITIES - The merger will create a combined company with
sufficient financial strength, global distribution capability and breadth of
product offerings to capitalize on business opportunities.
COMPLEMENTARY BUSINESSES - UNUM offers leadership in group disability and
supplemental insurance and voluntary benefits, providing a complement to
Provident's leadership in individual disability insurance and offering
enhanced cross-selling opportunities for UNUMProvident.
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STRATEGIC RATIONALE (CONTINUED FROM PREVIOUS PAGE)
CUSTOMER BENEFITS - UNUMProvident should develop and market more comprehensive
integrated insurance product offerings, providing superior value and
integrated solutions to a broader range of customers.
CONSISTENT WITH EXISTING BUSINESS AND GROWTH STRATEGIES AT EACH COMPANY - A
merger with UNUM represents the next "logical step" for Provident, which over
the past several years has strengthened its capital position and investment
portfolio, reorganized internally, reassessed and revised its product
offerings, and acquired and disposed of businesses consistent with its
strategic direction. For UNUM, a merger with Provident and its financial,
technological, claims management, marketing and sales resources will likely
enable it to accelerate its long-term growth strategy and facilitate the
introduction of new insurance products.
SYNERGISTIC BENEFITS - The Board of Directors and senior management believes
that the merger will result in significant opportunities for revenue growth
and cost savings through the achievement of economies of scope and scale.
MANAGEMENT OF UNUMPROVIDENT - The strong management team drawn from both
companies is expected to work together to integrate the companies, realize
growth opportunities and implement the business strategies of UNUMProvident.
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FINANCIAL HIGHLIGHTS
Pro Forma UNUM and Provident Combined
(IN MILLIONS)
1998 Revenues.................................. $ 8,579.4
1998 Premiums.................................. 6,189.1
Invested Assets................................ 26,726.1
(AS OF 3/31/99)
Total Assets................................... 38,141.2
(AS OF 3/31/99)
Common Stockholders' Equity.................... 5,740.3
(AS OF 3/31/99)
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CORPORATE GOVERNANCE OF UNUMPROVIDENT
In the merger agreement, UNUM and Provident agreed to various governance
arrangements for the combined company. These arrangements include the
composition of the Board of Directors and the establishment of an Executive
Committee and Management Committees.
THE BOARD OF DIRECTORS
The UNUMProvident Board of Directors will be comprised of individuals with
strong and diverse business backgrounds that will play a significant role in
shaping the success of the combined company. The board will be made up of
eight current members of the UNUM Board and seven current members of the
Provident Board:
WILLIAM L. ARMSTRONG - DIRECTOR OF PROVIDENT SINCE 1991 From 1979 to 1991,
Senator Armstrong served as a Senator from Colorado in the United States
Senate. He has been Chairman of Ambassador Media Corporation since 1984,
Chairman of Cherry Creek Mortgage Company, Inc. since 1991, Chairman of El
Paso Mortgage Company since 1993, Chairman of Centennial State Mortgage
Company, Frontier Real Estate, Inc. and Frontier Title, LLC. He is also a
director of Storage Technology Corporation, and Helmerich and Payne, Inc.
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CORPORATE GOVERNANCE OF UNUMPROVIDENT (CONTINUED FROM PREVIOUS PAGE)
J. HAROLD CHANDLER - DIRECTOR OF PROVIDENT SINCE 1993 Mr. Chandler became
Chairman of Provident on April 28, 1996, and President and Chief Executive
Officer and a Director of Provident Life and Accident Insurance Company of
America, Provident Life Capital Corporation, Provident Life and Accident
Insurance Company and Provident Life and Casualty Insurance Company effective
November 8, 1993. Immediately prior to his employment with Provident Life and
Accident Insurance Company, he served as President of NationsBank
Mid-Atlantic Banking Group which includes the NationsBank and Maryland
National Corporation entities in the District of Columbia, Maryland, and
Northern Virginia. He formerly served as President of the Citizens and
Southern National Bank of South Carolina, a predecessor company of
NationsBank. He is a director of AmSouth Bancorporation, Herman Miller, Inc.,
and Storage Technology Corporation.
RONALD E. GOLDSBERRY - DIRECTOR OF UNUM SINCE 1993 Dr. Goldsberry is Vice
President of Global Service Business Strategy at Ford Motor Company, a post
he has held since January 1999. Previously, Dr. Goldsberry served as Global
Vice President and General Manager of Global Ford Customer Service Operations
from January 1997 to January 1999 and General Manager of the Customer Service
Division from February 1994 to December 1996. He is also Chairman of UNC
Ventures, Inc., a venture capital firm and serves as director of Case
Corporation.
HUGH O. MACLELLAN, JR. - DIRECTOR OF PROVIDENT SINCE 1975 Mr. Maclellan is
President of The Maclellan Foundation, Inc., and a director of SunTrust Bank,
Chattanooga, N.A., and Covenant Transport, Inc.
A. S. (PAT) MACMILLAN - DIRECTOR OF PROVIDENT SINCE 1995 Mr. MacMillan has
served as the Chief Executive Officer of Team Resources, Inc., since 1980.
The company specializes in the areas of team and organizational design and
development, including management consulting, management training, and
organizational audits and surveys. He is also a trustee of The Maclellan
Foundation, Inc.
GEORGE J. MITCHELL - DIRECTOR OF UNUM SINCE 1995 Senator Mitchell associated
with the firm of Verner, Liipfert, Bernhard, McPherson & Hand, Washington,
D.C., as special counsel in January 1995 and associated with the firm of
Preti, Flaherty, Beliveau & Pachios, Portland, Maine, as senior counsel in
April 1997. He also serves as an advisor to B.T. Wolfensohn, an investment
banking firm. At the request of the British and Irish governments, he served
as chairman of the peace negotiations in Northern Ireland. Previously, he
served as a United States senator from Maine from 1980 to 1994 and as Senate
Majority Leader from 1989 to 1994. Senator Mitchell also serves as a director
or trustee of Federal Express Corporation, KTI, Inc., Staples, Inc., Starwood
Hotels and Resorts, Unilever PLC, The Walt Disney Company and Xerox
Corporation.
CYNTHIA A. MONTGOMERY - DIRECTOR OF UNUM SINCE 1990 Ms. Montgomery is a
professor of competition and strategy at Harvard University Graduate School
of Business Administration, a post she has held since 1989, and was named
Timken Professor of Business Administration in 1998. She also serves as a
director of Newell Co. and certain Merrill Lynch mutual funds.
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CORPORATE GOVERNANCE OF UNUMPROVIDENT (CONTINUED FROM PREVIOUS PAGE)
JAMES L. MOODY, JR. - DIRECTOR OF UNUM SINCE 1988 Mr. Moody retired as
Chairman of Hannaford Bros. Co. ("Hannaford"), a Maine-based food retailing
company, in May 1997, a post he had held since 1984. Mr. Moody joined
Hannaford in 1959. He is also a director of Empire Company Limited, IDEXX
Laboratories, Inc., Penoboscot Shoe Company, Staples, Inc. and several funds
of the Colonial Group of mutual funds.
JAMES F. ORR III - DIRECTOR OF UNUM SINCE 1986 Mr. Orr is Chairman, President
and Chief Executive Officer of UNUM and was elected Chairman of the Board in
February 1988. Additionally, he has served as President and Chief Executive
Officer since September 1987. Mr. Orr joined UNUM in 1986. Mr. Orr is a member
of the Board of Trustees of the Rockefeller Foundation and serves as director
of Nashua Corporation. He is a trustee for Bates College and the Committee for
Economic Development. He also serves on the Harvard Center for Society and
Health Advisory Council at the Harvard School of Public Health and as chair
for the MaineHealth Foundation. Mr. Orr is a member of the Business Roundtable
and a regular member of The Conference Board and is a director of the S. S.
Heubner Foundation for Insurance Education and the Maine Coalition for
Excellence in Education.
C. WILLIAM POLLARD - DIRECTOR OF PROVIDENT SINCE 1992 Mr. Pollard has served
as Chairman of the Board of Directors of The ServiceMaster Company since
January 1994. From June 1990 to December 1993 he served as Chairman and Chief
Executive Officer of The ServiceMaster Company. The ServiceMaster Company
provides professional cleaning, termite and pest control, maid service,
lawn care, and appliance and other home equipment and maintenance, as well
as management of plant operations, laundry and linen, clinical equipment
maintenance, and food service for health care, educational and industrial
facilities. He is a director of Herman Miller, Inc.
LAWRENCE R. PUGH - DIRECTOR OF UNUM SINCE 1988 Mr. Pugh retired as Chairman
of VF Corporation, an apparel company in Pennsylvania, in October 1998, a
post he had held since 1983. Additionally, Mr. Pugh served as Chief Executive
Officer from 1983 to 1995. He is also a director of Mercantile Stores
Company, Inc. and Milliken & Company.
STEVEN S REINEMUND - DIRECTOR OF PROVIDENT SINCE 1995 Mr. Reinemund has served
as Chairman and Chief Executive Officer of Frito-Lay, Inc. since June 1992. He
served as President and Chief Executive Officer of Pizza Hut, Inc. from 1986 to
1992. He also serves as a director of PepsiCo, Inc. and The ServiceMaster
Company.
LOIS DICKSON RICE - DIRECTOR OF UNUM SINCE 1993 Ms. Dickson Rice is a guest
scholar at The Brookings Institution, a post she has held since October 1991.
She also serves as a director of Fleet Financial Group, Inc., HSB Group,
Inc., International Multifoods Corporation and The McGraw-Hill Companies.
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CORPORATE GOVERNANCE OF UNUMPROVIDENT (CONTINUED FROM PREVIOUS PAGE)
JOHN W. ROWE - DIRECTOR OF UNUM SINCE 1988 Mr. Rowe is Chairman, President and
Chief Executive Officer of Unicom Corporation and its principal subsidiary,
Commonwealth Edison Company, a post he assumed in March 1998. Previously, Mr.
Rowe was President and Chief Executive Officer of New England Electric System
from 1989 to February 1998. He is also a director of Bank of Boston
Corporation, First National Bank of Boston and Wisconsin Central
Transportation Corp.
BURTON E. SORENSEN - DIRECTOR OF PROVIDENT FROM 1985 From December 1984 until
December 1995, Mr. Sorensen served as Chairman and Chief Executive Officer of
Lord Securities Corp., an investment banking firm. Prior to that time, Mr.
Sorensen was a General Partner of Goldman, Sachs & Co., investment bankers.
He is a director of The ServiceMaster Company.
EXECUTIVE COMMITTEE
The UNUMProvident bylaws provide that, until July 1, 2001, the Executive
Committee will consist of three directors initially designated by UNUM and
three directors initially designated by Provident. The committee will include
Jim Orr, the Chief Executive Officer of UNUMProvident, who will serve as
Chairman of the Executive Committee, and Harold Chandler, the President of
UNUMProvident.
MANAGEMENT COMMITTEES
The merger agreement provides that, upon completion of the merger, a
Corporate Policy Committee and an Operating Committee will be established.
The Corporate Policy Committee will consist of:
- Jim Orr (Chairman) - Tom Watjen
- Harold Chandler - Bob Crispin
- Dean Copeland - Elaine Rosen
Subject to the authority of the UNUMProvident board of directors, this
committee will assist the Chief Executive Officer and the President in
setting the overall strategic direction for UNUMProvident. In addition,
during the integration period immediately following the completion of the
merger, this committee will serve as the transition committee. Tom Watjen
will direct the transition and integration team.
The Operating Committee will consist of:
- Jim Orr - Tom Watjen
- Harold Chandler (Chairman) - Bob Crispin
- Dean Copeland - Elaine Rosen
The Operating Committee may also include other officers of UNUMProvident.
Subject to the authority of the UNUMProvident board of directors and the
Chief Executive Officer, this committee will assist the President in managing
UNUMProvident.
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Q&A
Q: WHY HAVE THERE BEEN CHANGES IN THE PREVIOUSLY-ANNOUNCED ROLES OF JIM ORR
AND HAROLD CHANDLER? HOW WILL THOSE CHANGES IMPACT UNUMPROVIDENT?
A: The actual roles for Jim and Harold have not changed though the scope of
Harold's role has been expanded and the time frame for the CEO transition has
been advanced. Traditionally, all operating areas of a company report to the
Chief Operating Officer, who then reports to the Chief Executive Officer.
This streamlined management structure reflects a more traditional alignment
of responsibilities and reporting. From the announcement of the planned
merger, the Boards of Directors and senior executive leadership planned to
transition the CEO role from Jim to Harold following the integration period.
These changes should improve our ability to grow UNUMProvident.
Q: AS A STOCKHOLDER, SHOULD I SEND IN MY STOCK CERTIFICATES?
A: No. You should not send in your stock certificates at this time.
UNUM stockholders will not exchange their certificates in the merger unless
it is determined that such exchange is required by applicable law, rule or
regulation. The certificates currently representing the shares of UNUM common
stock will represent an equal number of shares of UNUMProvident common stock
after the merger.
Provident stockholders will exchange their certificates representing
Provident common stock as a result of the merger and the related transactions
and Provident stockholders will receive instructions for exchanging their
certificates after the merger is completed.
Q: WHO SHOULD STOCKHOLDERS CALL WITH QUESTIONS?
A: Provident stockholders and UNUM stockholders should call Georgeson &
Company Inc. at (800) 223-2064 with any questions about the merger and the
related transactions.
Q: HOW DOES THE STOCKHOLDER VOTE AFFECT STOCK OPTIONS FOR UNUM AND
PROVIDENT EMPLOYEES?
A: UNUM employees - All stock options granted under the 1998 Goals Stock
Option Plan will vest upon UNUM stockholder approval of the merger. Vesting
is the point at which you are able to exercise your option to buy shares of
UNUM stock for the price at which the options were granted.
Provident employees - If the stockholders of Provident approve the proposed
merger, most Provident stock options will immediately vest. Stock options
that are excluded from this accelerated vesting are those that were approved
by the Compensation Committee of the Provident Board of Directors after the
announcement of the merger.
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