UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------------------------
(Amendment No. 4)*
UNUMProvident Corporation (formerly Provident Companies, Inc.)
--------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
91529Y 10 6
-----------
(CUSIP Number)
Stephen V. Burger
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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 which is the subject of this Schedule 13D, and is filing this
schedule because of 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 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 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).
<PAGE>
CUSIP No. 91529Y 10 6
1 NAME OF REPORTING PERSON: CHARLOTTE MACLELLAN HEFFNER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
NOT APPLICABLE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
NUMBER OF 7 SOLE VOTING POWER: 1,760,875 SHARES*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,963,601 SHARES
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 676,045 SHARES*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 16,138,571 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 16,814,616 SHARES*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.03%
14 TYPE OF REPORTING PERSON: IN
- --------
*Including 7,811 shares issuable upon exercise of options.
- 2 -
<PAGE>
This Amendment No. 4 to the Schedule 13D of Charlotte Maclellan Heffner
is being filed as a result of (i) the merger, effective June 30, 1999, of UNUM
Corporation, a Delaware corporation ("UNUM"), with and into the Issuer (the
"Merger"), and (ii) the reclassification, immediately prior to the Merger, of
each share of the Issuer's common stock then outstanding into 0.73 of a share of
the Issuer's common stock (the "Reclassification"). The Merger and
Reclassification were provided for in an Agreement and Plan of Merger dated as
of November 22, 1998, as amended as of May 25, 1999, between UNUM and the Issuer
(the "Merger Agreement").
Item 1. Security and Issuer.
ITEM 1 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The class of equity securities to which this Statement relates is the
Common Stock, par value $.10 per share (the "Common Stock"), of UNUMProvident
Corporation, a Delaware corporation (the "Issuer"). Prior to the effectiveness
of the Merger and the Reclassification, the Issuer's name was Provident
Companies, Inc. and the par value of the Common Stock was $1.00 per Share. The
principal executive offices of the Issuer are located at 2211 Congress Street,
Portland, Maine 04122.
Item 2. Identity and Background
ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The person filing this Statement is Charlotte M. Heffner ("Mrs. Heffner").
Mrs. Heffner, a citizen of the United States, is not presently employed. Her
residence address is 1991 West Paces Ferry Road, N.W., Atlanta, Georgia
30327-2515. Mrs. Heffner was a director of the Issuer until June 30, 1999.
During the last five years, Mrs. Heffner has not been convicted in any
criminal proceeding, nor has she been a party to a civil proceeding as a result
of which she was or is
- 3 -
<PAGE>
subject to a judgment, decree or final order either enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 4. Purpose of the Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO ADD THE
FOLLOWING:
Pursuant to the Merger Agreement, the Issuer identified Mrs. Heffner to
UNUM as a person who in the Issuer's opinion was, at the time the Merger
Agreement was submitted for adoption by the stockholders of the Issuer, an
"affiliate" of the Company for purposes of qualifying the Merger for
pooling-of-interests accounting treatment. Accordingly, as provided in the
Stockholders Agreement (see Amendment No. 3 to this Statement), Mrs. Heffner
delivered to UNUM an affiliate letter in the form provided in the Merger
Agreement (the "Affiliate Letter"). In the Affiliate Letter, Mrs. Heffner
represented and covenanted that she has not disposed of, and will not dispose
of, any shares of Common Stock in a manner that might adversely affect the
qualification of the Merger as a pooling-of-interests. Specifically, Mrs.
Heffner covenanted that she will not sell, transfer or otherwise dispose of any
Common Stock held by her until after such time as results covering at least 30
days of the post-Merger combined operations of the Issuer and UNUM have been
published by the Issuer, in the form of a quarterly earnings report, an
effective registration statement filed with the SEC, a report to the SEC on Form
10-K, 10-Q or 8-K, or any other public filing or announcement which includes
such combined results of operations, except as would not otherwise reasonably be
expected to adversely affect the qualification of the Merger as a
pooling-of-interests.
- 4 -
<PAGE>
The same Affiliate Letter was also signed, in each case with Mrs. Heffner's
consent as a co-trustee, by The Maclellan Foundation, Inc. (the "Foundation")
(see paragraph (2) of Item 5(a) and (b) below) and two trusts -- the R.J.
Maclellan Trust for the Hugh O. Maclellan, Sr. Family and the Cora L. Maclellan
Trust for the Hugh O. Maclellan, Sr. Family (collectively, the "Maclellan
Trusts") (see paragraph (3) of Item 5(a) and (b) below).
* * *
Apart from the foregoing, Mrs. Heffner currently has no plan or proposal
which relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
- 5 -
<PAGE>
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) any action similar to any of those enumerated above. Item
5. Interest in Securities of the Issuer
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Mrs. Heffner is the beneficial owner of an aggregate of
16,814,616 shares of Common Stock, or approximately 7.03% of the 239,292,685
shares of Common Stock which, the Issuer's transfer agent has advised Mrs.
Heffner, were outstanding on July 23, 1999 (plus the 7,811 issuable shares
referred to in paragraph (1) below). Of these shares, Mrs. Heffner:
(1) is the direct beneficial owner of, and has sole voting and
dispositive power with respect to, 676,045 shares of Common Stock,
including 7,811 shares issuable to her upon exercise of options granted to
her when she was a non-employee director of the Issuer;
(2) may be deemed an indirect beneficial owner of 11,095,045 shares of
Common Stock held by the Foundation, of which Mrs. Heffner is a trustee and
as such shares voting and dispositive power over such shares with
co-trustees Ronald W. Blue, Frank A.
- 6 -
<PAGE>
Brock, G. Richard Hostetter, Hugh O. Maclellan, Jr., Kathrina H. Maclellan,
Robert H. Maclellan and A.S. MacMillan;
(3) may be deemed an indirect beneficial owner of 1,829,516 shares of
Common Stock held by the Maclellan Trusts, of which Mrs. Heffner is a
trustee and as such shares voting power over such shares with co-trustees
Hugh O. Maclellan, Jr. and Thomas H. McCallie, III and shares dispositive
power over such shares with co-trustees Hugh O. Maclellan, Jr., Thomas H.
McCallie, III and SunTrust Bank Chattanooga, N.A.;
(4) may be deemed an indirect beneficial owner of 1,193,546 shares of
Common Stock held by six trusts of which Mrs. Heffner is a trustee and as
such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares
dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr.,
Lee S. Anderson and John C. Stophel;
(5) may be deemed an indirect beneficial owner of 216,576 shares of
Common Stock held by two trusts of which Mrs. Heffner is a trustee and as
such has sole voting power over such shares and shares dispositive power
over such shares with co-trustee SunTrust Bank Chattanooga, N.A.;
(6) may be deemed an indirect beneficial owner of 646,350 shares of
Common Stock held by the Hugh and Charlotte Maclellan Charitable Trust, of
which Mrs. Heffner is a trustee and as such shares voting and dispositive
power over such shares with co- trustees Lee S. Anderson, Frank A. Brock,
Henry A. Henegar, Hugh O. Maclellan, Jr. and John C. Stophel;
- 7 -
<PAGE>
(7) may be deemed an indirect beneficial owner of 101,032 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
shares voting and dispositive power over such shares with co-trustee Hugh
O. Maclellan, Jr.;
(8) may be deemed an indirect beneficial owner of 98,112 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares
dispositive power with co-trustees Hugh O. Maclellan, Jr. and U.S. Trust
Company of Florida Savings Bank;
(9) may be deemed an indirect beneficial owner of 90,140 shares of
Common Stock held by two trusts of which Mrs. Heffner is a trustee and as
such shares dispositive power over such shares with co-trustee Hugh O.
Maclellan, Jr.;
(10) may be deemed an indirect beneficial owner of 438,000 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
has sole voting power over such shares and shares dispositive power over
such shares with co-trustee Richard L. Heffner; and
(11) may be deemed an indirect beneficial owner of 430,254 shares of
Common Stock held by a trust of which Mrs. Heffner is a trustee and as such
has sole voting power over such shares and shares dispositive power over
such shares with co-trustee SunTrust Bank Chattanooga, N.A.
On the basis of the foregoing, Mrs. Heffner may be deemed to have sole
voting power over 1,760,875 shares of Common Stock, shared voting power over
14,963,601 shares of Common Stock, sole dispositive power over 676,045 shares of
Common Stock, and shared dispositive power over 16,138,571 shares of Common
Stock.
- 8 -
<PAGE>
Richard L. Heffner, Mrs. Heffner's husband, is the direct beneficial owner
of 13,843 shares of Common Stock and the indirect beneficial owner, as trustee,
of 34,090 shares of Common Stock. Mrs. Heffner disclaims beneficial ownership of
all such shares.
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.
The following information required by Item 2 of Schedule 13D is provided to
the best of Mrs. Heffner's knowledge with respect to those persons named above
in this Item 5 who share voting and/or dispositive power with Mrs. Heffner over
any shares of Common Stock:
The Maclellan Foundation, Inc. (the "Foundation"), a Tennessee corporation,
is a charitable organization treated as a private foundation for federal income
tax purposes. The address of its principal business and principal office is 501
Provident Building, One Fountain Square, Chattanooga, Tennessee 37402.
SunTrust Bank Chattanooga, N.A. is a national banking association. The
address of its principal business and principal office is the SunTrust Bank
Building, 736 Market Street, Chattanooga, Tennessee 37401. SunTrust Bank
Chattanooga is a wholly-owned subsidiary of SunTrust Banks, Inc., a Georgia
corporation and bank holding company the principal office of which is located at
303 Peachtree Street N.E., Atlanta, Georgia 30308. Additional information
- 9 -
<PAGE>
concerning SunTrust Banks, Inc. and its management can be found in the reports
filed by it pursuant to Section 13(a) of the Exchange Act (Commission File No.
1-8918).
U.S. Trust Company of Florida Savings Bank is a savings bank organized
under the laws of Florida. The address of its principal business and principal
office is 132 Royal Palm Way, Palm Beach, Florida 33480. U.S. Trust Company of
Florida Savings Bank is a wholly-owned subsidiary of U.S. Trust Corporation, a
New York corporation and bank holding company, the principal office of which is
located at 114 West 47th Street, New York, New York 10036- 1532. Additional
information concerning U.S. Trust Corporation and its management can be found in
the reports filed by it pursuant to Section 13(a) of the Exchange Act
(Commission File No. 1-14933).
Lee S. Anderson is principally employed as Associate Publisher and Editor
of the Chattanooga Free Press, the principal address of which is 400 E. 11th
Street, Chattanooga, Tennessee 37402.
Ronald W. Blue is principally employed as Managing Partner of Ronald Blue &
Associates, a financial planning firm, the principal address of which is Suite
600, 1100 Johnson Ferry Road N.E., Atlanta, Georgia 30342.
Frank A. Brock is principally employed as President of Covenant College,
the principal address of which is Scenic Highway, Lookout Mountain, Georgia
30750.
Richard L. Heffner is retired. His residence address is 1991 West Paces
Ferry Road, N.W., Atlanta, Georgia 30327-2515.
- 10 -
<PAGE>
Henry A. Henegar is principally employed as Executive Director of the
Chattanooga Bible Institute, the principal address of which is 1001 McCallie
Avenue, Chattanooga, Tennessee 37403.
G. Richard Hostetter is principally employed by C&L Group, Inc., the
principal address of which is 400 East South Street, Orlando, Florida 32801.
Hugh O. Maclellan, Jr. principally serves as President of the Foundation.
His business address is Provident Building, One Fountain Square, Chattanooga,
Tennessee 37402. He is also a director of the Issuer, SunTrust Bank Chattanooga
and Covenant Transport, Inc.
Kathrina H. Maclellan is not currently employed. Her residence address is
125 Fairy Trail, Lookout Mountain, Tennessee 37350.
Robert H. Maclellan is principally employed as President of Pyramid Record
Group, Inc., a recording studio, the principal address of which is 1208 Lula
Lake Road, Lookout Mountain, Georgia 30750.
A.S. MacMillan is principally employed as Chief Executive Officer of Team
Resources, Inc., which specializes in the areas of team and organizational
design and development, including management consulting, management training,
and organizational audits and surveys. The principal address of Team Resources,
Inc. is 2100 River Edge Parkway, N.W., Suite 800, Atlanta, Georgia 30328. Mr.
MacMillan is also a director of the Issuer.
Thomas H. McCallie, III is principally employed as Executive Director of
the Foundation.
- 11 -
<PAGE>
John C. Stophel is principally employed as a partner in the law firm of
Chambliss, Bahner & Stophel, P.C., the principal address of which is 1000 Tallan
Building, Two Union Square, Chattanooga, Tennessee 37402.
During the last five years, none of the above-listed persons, to the
knowledge of Mrs. Heffner, has been convicted in any criminal proceeding, or has
been a party to a civil proceeding as a result of which such person was or is
subject to a judgment, decree or final order either enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Each of the above-listed persons who is a natural person is, to Mrs.
Heffner's knowledge, a citizen of the United States of America.
(c) Neither Mrs. Heffner nor, to her knowledge, any of the persons named
above in Item 5(a) and (b), effected any transactions in the Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
- 12 -
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities
of the Issuer
ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO ADD THE
FOLLOWING:
In February 1999, the board of trustees of the Foundation granted to Hugh
O. Maclellan, Jr., as President of the Foundation, a revocable proxy to vote the
shares of Common Stock held by the Foundation during 1999 and until the 2000
Annual Meeting of the Foundation. Substantially identical proxies have been
granted in past years to Hugh O. Maclellan, Jr. A copy of the resolution of the
Foundation's trustees conferring such proxy in 1996 was filed with Amendment No.
1 to this Statement as Exhibit 1 to this Statement and is incorporated herein by
reference.
The description of the Affiliate Letter appearing in Item 4 of this
Amendment No. 4 is hereby incorporated by reference in this Item 6. Such
description is qualified in its entirety by reference to the complete text of
the Affiliate Letter, which is Exhibit 8 to this Statement.
Item 7. Material to be Filed as Exhibits
Exhibit 8 - Form of Affiliate Letter for the Issuer's Affiliates, filed with
the Securities and Exchange Commission as Exhibit C-2 to the
Merger Agreement, which is Appendix A to the Joint Proxy
Statement/Prospectus constituting Part I of the Issuer's
Registration Statement on Form S-4, Registration No. 333- 79781.
Such form of Affiliate Letter is hereby incorporated by reference
in this Statement.
- 13 -
<PAGE>
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.
Dated: July 26, 1999
/s/Charlotte M. Heffner
-----------------------
Charlotte M. Heffner
- 14 -
