SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 30, 1999
UNUMPROVIDENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11834 62-1598430
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2211 Congress Street
Portland, Maine 04122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (207) 770-2211
Provident Companies, Inc.
1 Fountain Square
Chattanooga, Tennessee 37402
(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 30, 1999, UNUMProvident Corporation (formerly Provident
Companies, Inc. ("Provident")), a Delaware corporation ("UNUMProvident"),
announced the consummation of the merger contemplated by the Agreement and Plan
of Merger, dated as of November 22, 1998, as amended as of May 25, 1999, between
UNUM Corporation, a Delaware corporation ("UNUM") and Provident, pursuant to
which UNUM was merged (the "Merger") with and into Provident, with Provident as
the surviving corporation in the Merger. In connection with the merger,
Provident changed its name to "UNUMProvident Corporation."
The preceding is qualified in its entirety by reference to a press
release, the text of which is attached hereto as an Exhibit and is incorporated
herein by reference.
Item 7. Exhibits.
99.1 Text of Press Release, dated June 30, 1999, issued by UNUMProvident
Corporation.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNUMProvident Corporation
By: /s/ F. Dean Copeland
-------------------------
Name: F. Dean Copeland
Title: Executive Vice President-
Legal and Administrative
Date: June 30, 1999
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[UNUM Logo] [Provident Logo]
FOR IMMEDIATE RELEASE MEDIA -
June 30, 1999 Catharine Hartnett
(207) 770-4361
ANALYSTS -
Thomas A. H. White
(423) 755-8996
UNUMPROVIDENT MERGER FINAL
-- MERGER IS CONSUMMATED FOLLOWING SHAREHOLDER VOTES --
Chattanooga, TN and Portland, ME - June 30, 1999 - Officials of UNUM Corporation
(NYSE:UNM) and Provident Companies, Inc. (NYSE:PVT) announced today that the
merger of the two companies creating UnumProvident Corporation (NYSE:UNM) has
been finalized. Shareholders of both companies voted earlier today to approve
the merger which will create the world leader in income and lifestyle
protection. UnumProvident combines Provident's leadership in individual income
protection and return-to-work programs with UNUM's leadership in group
disability and other specialty coverages.
Shareholder approvals, and the subsequent filing of a certificate of merger with
the state of Delaware were the final legal steps in the merger approval process;
all other international, federal and state approvals had been received.
James F. Orr III, 56 who had served as chairman and chief executive officer of
UNUM Corp. and who will serve as chairman and chief executive officer of
UnumProvident, said, "This strategic merger will offer superior value to our
shareholders, and a remarkable depth of expertise and breadth of choice to our
customers. The combined strength and experience of our companies has positioned
UnumProvident to lead the industry in offering innovative income and lifestyle
protection options."
J. Harold Chandler, 50, who had served as Provident's chairman, president and
chief executive officer and who will serve as president and chief operating
officer of UnumProvident stated, "We are excited to have completed the merger of
UNUM and Provident and thank our employees and shareholders for making
UnumProvident a reality. Simply put, we intend to carefully combine the best of
our prior organizations to better serve our customers. We are confident in our
ability to meet this focused objective."
Under the merger agreement, Orr will serve as CEO until July 1, 2000 whereupon
Chandler will assume the role of CEO. Orr will remain as chairman of the board
and of its executive committee.
The UnumProvident board of directors is made up of eight former members of the
UNUM Board and seven former members of the Provident Board. Orr and Chandler
are the only inside directors.
UNUM and Provident announced the merger on Nov. 23, 1998. Under the terms of
the merger agreement, Provident shareholders will receive 0.73 shares of
UnumProvident stock in exchange for each Provident common share and UNUM
shareholders will receive one share of UnumProvident in exchange for each UNUM
common share.
The subsidiaries of UnumProvident Corporation offer a comprehensive, integrated
portfolio of products and services backed by industry-leading return-to-work
resources and disability expertise. Marketed under the UNUM brand,
UnumProvident is the world leader in protecting the income and lifestyles of
individuals, both directly and through their employers from the impacts of
accidents and illnesses. UnumProvident has 150 years of experience in creating
innovative solutions that protect the rewards of work - paychecks, assets and
lifestyles. UnumProvident has operations in the United States, Canada, the
U.K., Japan, and elsewhere around the world.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in the press release regarding the business of UNUM
Corporation and Provident Companies, Inc., which are not historical facts are
"forward-looking statements" that involve risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause actual results to
differ from those contained in the forward-looking statements, see
"Forward-Looking Information" in the UNUM Corporate Form 10-K and "Cautionary
Statement Regarding Forward-Looking Statements" and "Risk Factors" in the
Provident Companies, Inc. Form 10-K, in each case for the fiscal year ended
December 31, 1998.
