<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
UNUMProvident Corporation (formerly Provident Companies, Inc.)
--------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.10
----------------------------
(Title of Class of Securities)
743862 10 4
-----------
(CUSIP Number)
Steven D. Germain
Zurich Centre Group LLC
One Chase Manhattan Plaza
New York, New York 10005
(212) 898-5350
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
- with copies to -
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
June 30, 1999
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
<PAGE>
containing information which would alter disclosures provided in a prior cover
page.
The information required on 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).
2
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
9,086,758 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,451,838 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,086,758 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
3
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH AMERICAN INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
667,775 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 667,775 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667,775 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
4
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CENTRE REINSURANCE LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7. SOLE VOTING POWER
3,171,939 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,171,939 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,171,939 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.32% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
5
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH REINSURANCE (NORTH AMERICA), INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7. SOLE VOTING POWER
166,943 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 166,943 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,943 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
6
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMPIRE FIRE AND MARINE INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska
7. SOLE VOTING POWER
89,036 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 89,036 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,036 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
7
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNIVERSAL UNDERWRITERS INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
7. SOLE VOTING POWER
222,591 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 222,591 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,591 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
8
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
7. SOLE VOTING POWER
44,518 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 44,518 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,518 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
9
<PAGE>
SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a [X]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. SOLE VOTING POWER
133,554 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 133,554 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,554 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
10
<PAGE>
This Amendment No. 5 to Schedule 13D relates to the Common Stock, par value
$.10 per share (the "Common Stock"), of UNUMProvident Corporation (formerly
Provident Companies, Inc.) ("UNUMProvident" or the "Company"). This Amendment
No. 5 amends the information set forth in the initial statement on Schedule 13D,
dated June 10, 1996, as amended by Amendment No. 1 thereto, dated April 8, 1997,
Amendment No. 2 thereto, dated September 14, 1998, Amendment No. 3 thereto,
dated January 12, 1999, and Amendment No. 4 thereto, dated January 21, 1999,
filed by Zurich Insurance Company and the other Reporting Persons set forth
therein (collectively, the "Initial Statement"). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned thereto in the
Initial Statement. The Initial Statement is amended as set forth herein.
Item 1. Security and Issuer.
- ------- --------------------
Item 1 of the Initial Statement is hereby amended to read in its entirety
as follows:
This statement relates to the Common Stock, par value $.10 per share (the
"Common Stock") of UNUMProvident, which has its principal executive office at
2211 Congress Street, Portland, Maine 04122. On June 30, 1999, Unum Corporation,
a Delaware corporation, merged with and into Provident Companies, Inc. (the
"Merger"). Prior to the effectiveness of the Merger, the Issuer's name was
Provident Companies, Inc. and the par value of the Common Stock was $1.00 per
share. Pursuant to the Merger, each share of common stock of Provident
Companies, Inc. was converted into .730 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
- ------- -------------------------------------
Paragraph (e) of Item 5 of the Initial Statement is hereby amended and
restated in its entirety to read as follows:
(e) Following the Merger, each of the Reporting Persons ceased to be the
beneficial owner of more than 5% of the Common Stock.
Calculated based upon the 240,027,742 shares of Common Stock outstanding as
reported in the Company's Form 10-Q for the quarter ended September 30, 1999, as
filed with the Securities and Exchange Commission on November 15, 1999.
11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 13, 1999 ZURICH INSURANCE COMPANY
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: December 13, 1999 ZURICH AMERICAN INSURANCE COMPANY
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Executive Vice-President
Dated: December 13, 1999 CENTRE REINSURANCE LIMITED
By: /s/ Steven D. Germain
------------------------------
Name: Steven D. Germain
Title: Attorney-in-Fact
Dated: December 13, 1999 ZURICH REINSURANCE (NORTH
AMERICA), INC.
By: /s/ Steven D. Germain
------------------------------
Name: Steven D. Germain
Title: Attorney-in-Fact
Dated: December 13, 1999 EMPIRE FIRE AND MARINE INSURANCE
COMPANY
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Attorney-in-Fact
12
<PAGE>
Dated: December 13, 1999 UNIVERSAL UNDERWRITERS INSURANCE
COMPANY
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: December 13, 1999 UNIVERSAL UNDERWRITERS LIFE
INSURANCE COMPANY
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: December 13, 1999 FIDELITY AND DEPOSIT COMPANY OF
MARYLAND
By: /s/ David A. Bowers
------------------------------
Name: David A. Bowers
Title: Attorney-in-Fact
13
<PAGE>
EXHIBIT INDEX
Sequential
Page Number
-----------
Exhibit 1. Common Stock Purchase Agreement, dated as of May 31, *
1996, between Provident Companies, Inc. and Zurich Insurance
Company.
Exhibit 2. Relationship Agreement, dated as of May 31, 1996, *
between Provident Companies, Inc. and Zurich Insurance Company.
Exhibit 3. Family Stockholder Agreement, dated as of May 31, *
1996, among Zurich Insurance Company, the Maclellan Foundation,
Inc. and the stockholders listed in Schedule A thereto.
Exhibit 4. Registration Rights Agreement, dated as of May 31, *
1996, between Zurich Insurance Company and Provident Companies,
Inc.
Exhibit 5. Amended and Restated Common Stock Purchase Agreement, *
dated as of May 31, 1996, between Provident Companies, Inc. and
Zurich Insurance Company.
Exhibit 6. Amended and Restated Relationship Agreement, dated as *
of May 31, 1996, between Provident Companies, Inc. and Zurich
Insurance Company.
Exhibit 7. Amended and Restated Family Stockholder Agreement, *
dated as of May 31, 1996, among Zurich Insurance Company, the
Maclellan Foundation, Inc. and the stockholders listed in
Schedule A thereto.
Exhibit 8. Amended and Restated Registration Rights Agreement, *
dated as of May 31, 1996, between Zurich Insurance Company and
Provident Companies, Inc.
Exhibit 9. Stock Purchase Agreement, dated as of March 27, 1997, *
between Centre Reinsurance Services (Bermuda) Limited and
Longfellow I, LLC.
Exhibit 10. Joint Filing Agreement, dated April 7, 1997, among *
Zurich Insurance Company; Centre Reinsurance Limited; Zurich
Reinsurance Centre, Inc.; Empire Fire and Marine Insurance
Company; Universal Underwriters Insurance Company; Universal
Underwriters Life Insurance Company and Fidelity and Deposit
Company of Maryland.
Exhibit 11. Power of Attorney, dated April 7, 1997, granted by *
Zurich Insurance Company in favor of Steven D. Germain.
14
<PAGE>
Exhibit 12. Power of Attorney, dated April 7, 1997, granted by *
Centre Reinsurance Limited in favor of Steven D. Germain.
Exhibit 13. Power of Attorney, dated April 7, 1997, granted by *
Zurich Reinsurance Centre, Inc. in favor of Steven D. Germain.
Exhibit 14. Power of Attorney, dated April 7, 1997, granted by *
Empire Fire and Marine Insurance Company in favor of David A.
Bowers.
Exhibit 15. Power of Attorney, dated April 7, 1997, granted by *
Universal Underwriters Insurance Company in favor of David A.
Bowers.
Exhibit 16. Power of Attorney, dated April 7, 1997, granted by *
Universal Underwriters Life Insurance Company in favor of David
A. Bowers.
Exhibit 17. Power of Attorney, dated April 7, 1997, granted by *
Fidelity and Deposit Company of Maryland in favor of David A.
Bowers.
Exhibit 18. Stock Purchase Agreement, dated as of September 6, *
1998, between Zurich Insurance Company, Centre Reinsurance
Limited, Zurich Reinsurance (North America), Inc., Empire Fire
and Marine Insurance Company, Universal Underwriters Insurance
Company, Universal Underwriters Life Insurance Company, Fidelity
and Deposit Company of Maryland and Nooga I, LLC.
Exhibit 19. Stock Purchase Agreement, dated as of January 7, *
1999, among Zurich Insurance Company, Zurich American Insurance
Company, Centre Reinsurance Limited, Zurich Reinsurance (North
America), Inc., Empire Fire and Marine Insurance Company,
Universal Underwriters Insurance Company, Universal Underwriters
Life Insurance Company, Fidelity and Deposit Company of Maryland
and Tiger, Puma, The Jaguar Fund N.V., Lion L.P., Ocelot Partners
L.P., and Ocelot (Cayman) Ltd.
- ----------------------------
*Previously filed with the
Initial Statement
15
