UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNUMProvident Corporation
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
91529Y 10 6
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(CUSIP Number)
Not Applicable
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c) (see Note at top of page 3)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (3-98)
Page 1 of 5 Pages
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CUSIP No. 91529Y 10 6
1 Name of Reporting Person: Charlotte M. Heffner
I.R.S. Identification No. of above person (entities only): Not Applicable
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization: United States
NUMBER OF 5 Sole Voting Power: 1,760,875 Shares*
SHARES
BENEFICIALLY 6 Shared Voting Power: 14,963,601 Shares
OWNED BY
EACH 7 Sole Dispositive Power: 676,045 Shares*
REPORTING
PERSON 8 Shared Dispositive Power: 16,138,571 Shares
WITH
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
16,814,616 Shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [X]
11 Percent of Class Represented by Amount in Row (9): 7.03%
12 Type of Reporting Person: IN
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*Including 7,811 shares issuable upon exercise of options.
Page 2 of 5 Pages
<PAGE>
Note: This Schedule 13G of Charlotte Maclellan Heffner is being filed in
lieu of further amendments to the Schedule 13D filed with respect to her
beneficial ownership of the Common Stock of UNUMProvident Corporation (formerly
Provident Companies, Inc.). Such Schedule 13D was last amended by Amendment No.
4 thereto, dated July 26, 1999, and filed with the Securities and Exchange
Commission on that date. There has been no change in Mrs. Heffner's beneficial
ownership as reported in the said Schedule 13D Amendment No. 4, only a change in
her status to a "passive investor" described in Rule 13d-1(c).
Item 1.
(a) Name of Issuer: UNUMProvident Corporation
(b) Address of Issuer's Principal Executive Offices: 2211 Congress Street
Portland, Maine 04122
Item 2.
(a) Name of Person Filing: Charlotte M. Heffner
(b) Address of Principal Business
Office or, if none, Residence: 1991 West Paces Ferry Road, N.W.
Atlanta, Georgia 30327-2515
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, par value $.10 per share
(e) CUSIP Number: 91529Y 10 6
Item 3.
Not applicable.
Item 4. Ownership
(a) Amount beneficially owned: 16,814,616 shares
(b) Percent of class: 7.03%
Page 3 of 5 Pages
<PAGE>
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 1,760,875 shares*
(ii) shared power to vote or to direct the vote: 14,963,601 shares
(iii) sole power to dispose or to direct the disposition of: 676,045
shares*
(iv) shared power to dispose or to direct the disposition of: 16,138,571
shares
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*Including 7,811 shares issuable upon exercise of options.
Certain members of the Maclellan family, including Mrs. Heffner, and trusts
and charitable organizations affiliated with them have been prominent in the
stock ownership and management of the Issuer and its predecessor companies since
1887. Mrs. Heffner hereby disclaims that she and other members of the Maclellan
family constitute a "group" of beneficial owners of Common Stock as such term is
used in Section 13(d) of the Exchange Act and the rules and regulations of the
Securities and Exchange Commission thereunder.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable. See Item 4.
Page 4 of 5 Pages
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Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 5, 1999
/s/Charlotte M. Heffner
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Charlotte M. Heffner
Page 5 of 5 Pages
