As filed with the Securities and Exchange Commission on June 30, 1999
Registration No. 333-79781
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROVIDENT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1598430
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
1 FOUNTAIN SQUARE 37402
CHATTANOOGA, TENNESSEE (Zip Code)
(Address of principal executive offices)
UNUMPROVIDENT CORPORATION 1987 EXECUTIVE STOCK OPTION PLAN
UNUMPROVIDENT CORPORATION 1990 LONG-TERM STOCK INCENTIVE PLAN
UNUMPROVIDENT CORPORATION 1996 LONG-TERM STOCK INCENTIVE PLAN
UNUMPROVIDENT CORPORATION 1998 GOALS STOCK OPTION PLAN
(Full title of plans)
SUSAN N. ROTH
1 FOUNTAIN SQUARE
CHATTANOOGA, TENNESSEE 37402
(423) 755-1011
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) SHARE(3) OFFERING PRICE(3) FEE(2)(3)
---------------- ---------------- -------- ----------------- ---------
<S> <C> <C> <C> <C>
Common Stock, par 10,715,888 shares $40.81 $437,315,389.28 $2,366.87
value $.10 per share
</TABLE>
(1) This post-effective Amendment No. 1 on Form S-8 to Form S-4 covers
shares of Provident Companies, Inc. common stock, par value $.10 per
share, originally registered on the Registration Statement on Form S-4
to which this amendment relates. Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended, this amendment also registers such
indeterminate
<PAGE>
number of additional shares as may be issuable under the plans in
connection with share splits, share dividends or similar transactions.
(2) A total of 10,507,265 shares of the Registrant's Common Stock, par
value $.10 per share, were registered pursuant to the Registration
Statement on Form S-4 to which this amendment relates, but are not
expected to be issued in the merger of UNUM Corporation with and into
the Registrant, and are therefore being carried forward to this
Registration Statement. Accordingly, a net registration fee of
$2,366.87 (calculated in reference to the additional 208,623 shares
being registered hereby) is payable herewith.
(3) Calculated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), the proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of
the registration fee are based on $40.81, the average of the daily
high and low sale prices of Registrant's common stock reported on the
New York Stock Exchange on June 29, 1999.
INTRODUCTORY STATEMENT
Provident Companies, Inc. ("Provident" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 333-79781) (the "Form S-4" ) by
filing this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (the
"Post-Effective Amendment" or the "Registration Statement") relating to the sale
of up to 10,715,888 shares of common stock, par value $.10 per share, of the
Registrant ("Registrant Common Stock") issuable in connection with options,
shares or rights to acquire shares, granted under the following plans of UNUM
Corporation, a Delaware corporation ("UNUM"), that Provident will assume in the
Merger (as defined below): the UNUMProvident Corporation 1987 Executive Stock
Option Plan, the UNUMProvident Corporation 1990 Long-Term Stock Incentive Plan,
the UNUMProvident Corporation 1996 Long-Term Stock Incentive Plan and the
UNUMProvident Corporation 1998 Goals Stock Option Plan (collectively, the
"Plans").
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of November 22, 1998, as amended as of May 25, 1999, Provident and UNUM
intend to consummate a merger (the "Merger") whereby UNUM will be merged with
and into Provident, with Provident as the surviving corporation in the Merger.
In the Merger, the par value of Provident's common stock will be changed from
$1.00 per share to $.01 per share. Further, in the Merger, each share of UNUM
common stock (other than shares owned by Provident or UNUM or their
subsidiaries), par value $.10 per share ("UNUM Common Stock"), will be converted
into the right to receive one share of Registrant Common Stock. In addition,
each outstanding option granted pursuant to the Plans will no longer be settled
in shares of UNUM Common Stock, but instead will be settled on the same terms
and conditions as were applicable immediately prior to consummation of the
Merger in shares of Registrant Common Stock. Each outstanding option will
otherwise be exercisable upon the same terms and conditions as were applicable
immediately prior to the Merger.
The Post-Effective Amendment relates to the offer and sale after the
Merger of Registrant Common Stock pursuant to the Plans.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") since the end of
the fiscal year referred to in (a) above; and
(c) the description of Provident's common stock, par value $1.00 per
share, contained in its Registration Statement on Form 8-A, filed on
July 24, 1992, including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold under this
Registration Statement, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part of the Registration Statement from
the date of filing of such documents to the extent not superseded by documents
or reports subsequently filed or made.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legal validity of the shares of Common Stock offered by the Registrant
pursuant to this Registration Statement is being passed upon by F. Dean
Copeland, Executive Vice President and General Counsel for the Registrant. As of
June 30, 1999, Mr. Copeland owns shares of common stock and options to acquire
such shares aggregating less than 0.1% of the Registrant's outstanding common
stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Provident certificate of incorporation provides that Provident will
indemnify any person who was or is a party or is threatened to be made a party
to or otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action or suit by or in
the right of Provident) by reason of the fact that such person is or was a
director or officer of Provident or, being at the time a director or officer of
Provident, is or was serving at the request of Provident as a director, trustee,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to an employee
- -3-
<PAGE>
benefit plan, whether in an official capacity or any other capacity related to
Provident, or such other enterprise, to the fullest extent not prohibited by
Section 145 of the Delaware General Corporation Law against all expenses,
liability and loss (including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Notwithstanding the foregoing, except as may be provided in the
Provident bylaws or by the Provident board of directors, Provident shall not
indemnify any such person in connection with a proceeding (or portion thereof)
initiated by such person (but this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought by such person in any
proceeding) unless such proceeding (or portion thereof) was authorized by the
Provident board of directors.
The Provident certificate of incorporation further states that the
indemnification provided therein will not be deemed exclusive of any other right
which any person may have or may thereafter acquire, and will continue as to a
person who has ceased to be a director or officer of Provident, or a director,
officer, employee or agent of such other enterprise and will inure to the
benefit of the heirs, executives and administrators of such a person.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they 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 their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they have acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification will be made if such person will
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought will determine upon
application that the defendant officers or directors are fairly and reasonably
entitled to indemnify for such expenses despite such adjudication of liability.
The Provident certificate of incorporation provides that no director of
Provident will be personally liable to Provident or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to Provident or
its stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (3) under Section 174 of
the Delaware General Corporation Law; or (4) for any transaction from which a
director derived an improper benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of Provident,
as amended on February 10, 1997 (incorporated herein by reference
to Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
December 31, 1995 (file No. 1-11834), dated April 1, 1996) as
amended by Certificate of Amendment (incorporated herein by
reference to Exhibit 3.1 to Provident's Form 10-K for the fiscal
year ended December 31, 1996 (file No. 1-11834).
4.2 By-Laws of Provident, as amended on October 28, 1998
(incorporated herein by reference to Exhibit 3.2 to Provident's
Form 10-Q for the quarter ended September 30, 1998 (file No.
1-11834), dated November 12, 1998).
5 Opinion and Consent of Counsel Regarding the legality of the
shares of Common Stock.
15 Letter re Unaudited Interim Financial Information.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5 above).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant 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 the 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 the
Registration Statement or any material change to such information
in the Registration Statement.
Paragraphs (1)(i) and (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 with or
furnished to the Commission by the Registrant pursuant to Section 13 or
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
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
-5-
<PAGE>
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 the 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
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 the 30th day of
June, 1999.
PROVIDENT COMPANIES, INC.
By: /s/ J. Harold Chandler
-----------------------------------
J. Harold Chandler
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Principal Executive Officer and Director: By: /s/ J. Harold Chandler
---------------------------
J. Harold Chandler
Chairman of the Board, President
and Chief Executive Officer June 30, 1999
Principal Financial Officer and Director: By: /s/ Thomas R. Watjen
---------------------------
Thomas R. Watjen
Executive Vice President
and Chief Financial Officer June 30, 1999
Principal Accounting Officer: By: /s/ Ralph A. Rogers, Jr.
------------------------
Ralph A. Rogers, Jr.
Senior Vice President and Treasurer June 30, 1999
</TABLE>
-7-
<PAGE>
DIRECTORS: By: /s/ Susan N. Roth
---------------------------
Susan N. Roth, as
attorney-in-fact for the
Directors
William L. Armstrong *
Hugh O. Maclellan, Jr.*
A.S. MacMillan *
C. William Pollard *
Steven S Reinemund *
Burton E. Sorensen*
- -------------------------------
* By power-of-attorney
June 30, 1999
-8-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of Provident, as
amended on February 10, 1997 (incorporated herein by reference to
Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
December 31, 1995 (file No. 1-11834), dated April 1, 1996) as amended
by Certificate of Amendment (incorporated herein by reference to
Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
December 31, 1996 (file No. 1-11834).
4.2 By-Laws of Provident, as amended on October 28, 1998 (incorporated
herein by reference to Exhibit 3.2 to Provident's Form 10-Q for the
quarter ended September 30, 1998 (file No. 1-11834), dated November
12, 1998).
5 Opinion and Consent of Counsel Regarding the legality of the Shares
of Common Stock.
15 Letter re Unaudited Interim Financial Information.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5 above).
24 Powers of Attorney.
-9-
EXHIBIT 5
June 30, 1999
Provident Companies, Inc.,
1 Fountain Square,
Chattanooga, Tennessee 37402
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of o shares (the "Securities") of Common Stock, par value $.10 per
share, of Provident Companies, Inc., a Delaware corporation (the "Company"),
pursuant to the Company's Post-Effective Amendment No. 1 on Form S-8 ("Amendment
No. 1") to its Registration Statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission on or about June 30, 1999, I,
as General Counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as I have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, I am of the opinion that:
(1) The Company has corporate authority to issue the Securities in the
manner and under the terms set forth in the Registration Statement.
(2) The Securities that are being registered for sale by the Company
under Amendment No. 1 have been duly authorized and, when issued and
delivered and paid for in accordance with the UNUMProvident Corporation
1987 Executive Stock Option Plan, the UNUMProvident Corporation 1990
Long-Term Stock Incentive Plan, the UNUMProvident Corporation 1996
Long-Term Stock Incentive Plan and the UNUMProvident Corporation 1998
Goals Stock Option Plan (collectively, the "Plans"), will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ F. Dean Copeland
F. Dean Copeland
Executive Vice President and
General Counsel
-2-
EXHIBIT 15
ACKNOWLEDGMENT
Board of Directors and Shareholders
Provident Companies, Inc.
We are aware of the incorporation by reference in the Post Effective Amendment
No. 1 on Registration Statement (Form S-8) to the Registration Statement (Form
S-4 No. 333-79781) of Provident Companies, Inc. 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.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chattanooga, Tennessee
June 30, 1999
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment No.
1 on Registration Statement (Form S-8) to the Registration Statement (Form S-4
No. 333-79781) 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.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chattanooga, Tennessee
June 30, 1999
EXHIBIT 24
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ William L. Armstrong
------------------------
William L. Armstrong
<PAGE>
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ Hugh O. Maclellan, Jr.
---------------------------
Hugh O. Maclellan, Jr.
<PAGE>
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ A.S. MacMillan
-----------------------
A. S. MacMillan
<PAGE>
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ C. William Pollard
-----------------------
C. William Pollard
<PAGE>
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ Steven S Reinemund
----------------------
Steven S Reinemund
<PAGE>
POWER OF ATTORNEY OF DIRECTOR OF
PROVIDENT COMPANIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Provident Companies, Inc., a Delaware corporation, which proposes to file with
the Securities and Exchange Commission, a Registration Statement on Form S-8
under the provisions of the Securities Exchange Act of 1933, hereby constitutes
and appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution to do any and all acts and things and execute, for him/her
and in his/her name, place and stead, said form and any and all amendments
thereto and to file the same, with the all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting under 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/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 30, 1999.
/s/ Burton E. Sorensen
-----------------------
Burton E. Sorensen
