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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
UNUMPROVIDENT CORPORATION
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(Name of Issuer)
Common Stock, par value $0.10 per shares
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(Title of Class of Securities)
91529Y 10 6
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(CUSIP Number)
Chambliss, Bahner & Stophel, P.C., 1000 Tallan Building, Two Union Square,
Chattanooga, Tennessee 37402-2500, (423) 756-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 30, 2000
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(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.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.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 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).
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SCHEDULE 13D
CUSIP NO. 91529Y 10 6
1) Name of Reporting Person I.R.S. Identification Nos. of Above Persons
(entities only)
The Maclellan Foundation, Inc.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable
--------------------------
5) Check Box if Disclosure or Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization United States
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NUMBER OF 7) Sole Voting Power 13,431,704
SHARES ------------------------------
BENEFICIALLY 8) Shared Voting Power -0-
OWNED BY ----------------------------
EACH 9) Sole Dispositive Power 13,431,704
REPORTING -------------------------
PERSON WITH 10) Shared Dispositive Power -0-
------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,431,704
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12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 5.6%
--------------------
14) Type of Reporting Person (See Instructions) CO
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SCHEDULE 13D
CUSIP NO. 91529Y 10 6
1) Name of Reporting Person I.R.S. Identification Nos. of Above Persons
(entities only)
Hugh O. Maclellan, Jr.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable
--------------------------
5) Check Box if Disclosure or Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization United States
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NUMBER OF 7) Sole Voting Power 2,984,382
SHARES ------------------------------
BENEFICIALLY 8) Shared Voting Power 19,433,961
OWNED BY -----------------------------
EACH 9) Sole Dispositive Power 1,617,064
REPORTING -------------------------
PERSON WITH 10) Shared Dispositive Power 20,801,279
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
22,418,343
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12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 9.3%
--------------------
14) Type of Reporting Person (See Instructions) IN
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SCHEDULE 13D
CUSIP NO. 91529y 10 6
1) Name of Reporting Person I.R.S. Identification Nos. of Above Persons
(entities only)
Kathrina H. Maclellan
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable
------------------------------------
5) Check Box if Disclosure or Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization United States
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NUMBER OF 7) Sole Voting Power 1,854,294
SHARES ------------------------------
BENEFICIALLY 8) Shared Voting Power 6,049,586
OWNED BY ----------------------------
EACH 9) Sole Dispositive Power 1,854,294
REPORTING -------------------------
PERSON WITH 10) Shared Dispositive Power 19,481,290
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,335,584
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12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 8.8%
--------------------
14) Type of Reporting Person (See Instructions) IN
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SCHEDULE 13D
CUSIP NO. 91529y 10 6
1) Name of Reporting Person I.R.S. Identification Nos. of Above Persons
(entities only)
Robert H. Maclellan
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-------------------------------------------------------------------
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) Not Applicable
--------------------------
5) Check Box if Disclosure or Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization United States
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NUMBER OF 7) Sole Voting Power 245,187
SHARES ------------------------------
BENEFICIALLY 8) Shared Voting Power 1,880,639
OWNED BY -----------------------------
EACH 9) Sole Dispositive Power 245,187
REPORTING --------------------------
PERSON WITH 10) Shared Dispositive Power 15,312,343
------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,557,530
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12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 6.5%
--------------------
14) Type of Reporting Person (See Instructions) IN
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This Amendment No. 5 to the Schedules 13D dated March 27, 1997, filed
by The Maclellan Foundation, Inc., Hugh O. Maclellan, Jr., Kathrina H. Maclellan
and Robert H. Maclellan, (collectively, the "Principals") and certain other
persons shown in such Schedule, is being filed as a result of certain changes in
the beneficial ownership of UNUMProvident Corporation ("UNUMProvident") common
stock, held directly by the Reporting Persons or held by Trusts for which the
Reporting Person holds beneficial ownership.
Item 4. Purpose of the Transaction.
ITEM 4 IS HEREBY AMENDED AND RESTATED TO READ ITS ENTIRETY AS FOLLOWS:
This Amendment is being filed to reflect various sales, gifts and
decreases in beneficial ownership of UNUMProvident common stock of the Reporting
Persons that have occurred since the last filing as of December 31, 1999.
Item 5. Interest in Securities of the Issuer.
ITEM 5 IS HEREBY AMENDED AND RESTATED TO READ ITS ENTIRETY AS FOLLOWS:
(a) Reference is made to the cover page in respect of each
Reporting Person.
The aggregate amount of shares of common stock listed in Item 11 of the
cover page as beneficially owned by Hugh O. Maclellan, Jr. does not include
62,143 shares of common stock voted solely by his spouse, Nancy B. Maclellan, of
which beneficial interest is disclaimed.
The combined shareholdings of the Reporting Persons plus Charlotte M.
Heffner, a Reporting Person and a trustee of the Maclellan Foundation, aggregate
12.2% of the stock after eliminating shareholdings duplicated.
Each Reporting Person hereby disclaims any assertion or presumption
that it and any other persons constitute a "group" as such term is used in
Section 13(d) of the 1934 Act and the Rules and Regulations of the Commission
thereunder. The filing of this Schedule 13D shall not be construed to be an
admission that any Reporting Person is a member of a group, however, if any of
the Reporting Persons are deemed to be members of a "group" with other Reporting
Persons for purposes of Section 13(d), the Schedule 13Ds filed by each such
Reporting Person should be read together as a group Schedule 13D filing.
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(b) Reference is made to the cover page in respect of each
Reporting Person.
Certain of the Reporting Persons share the power to vote or to direct
the vote or to dispose or direct the disposition of shares of common stock with
persons other than Reporting Persons, as follows:
(1) Hugh O. Maclellan, Jr. shares such powers with the
following persons who are not Reporting Persons: SunTrust Bank
Chattanooga, Dudley Porter, Jr., Frank A. Brock, G. Richard Hostetter,
A. S. MacMillan, Ronald W. Blue, Lee S. Anderson, Lawrence B. Austin,
III, Richard D. Crotteau, T. Cartter Frierson, Henry A. Henegar, Hugh
D. Huffaker, Jr. Ralph S. Paden, Gerry U. Stephens, John C. Stophel,
Thomas H. McCallie, III, and U. S. Trust Company of Florida.
(2) Kathrina H. Maclellan shares such powers with the
following persons who are not Reporting Persons: SunTrust Bank
Chattanooga, Dudley Porter, Jr., Frank A. Brock, G. Richard Hostetter,
A. S. MacMillan, Ronald W. Blue, Lawrence B. Austin, III, Richard D.
Crotteau, T. Cartter Frierson, Richard L. Heffner, Hugh D. Huffaker,
Jr., Ralph S. Paden and Gerry U. Stephens.
(3) Robert H. Maclellan shares such power with SunTrust
Bank, Chattanooga, Dudley Porter, Jr., Frank A. Brock, G. Richard
Hostetter, A. S. MacMillan and Ronald W. Blue who is not a Reporting
Person.
Information required by Item 2 is provided below with respect to those
persons who share with the Reporting Persons the power to vote or to direct the
vote or to dispose or direct the disposition of shares of common stock.
SunTrust Bank Chattanooga. SunTrust Bank Chattanooga is a
national banking association located in the SunTrust Bank Building, 736
Market Street, Chattanooga, Tennessee 37402. SunTrust Bank Chattanooga,
N.A. is a wholly-owned subsidiary of SunTrust Banks, Inc., a bank
holding company headquartered in Atlanta, Georgia.
Dudley Porter, Jr. Dudley Porter, Jr. is a retired attorney.
His residence address is 1125 Healing Springs Road, Chattanooga,
Tennessee 37419.
Frank A. Brock. Frank A. Brock is president of Covenant
College. The address of the college is 14049 Scenic Highway, Lookout
Mountain, Georgia 30750.
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G. Richard Hostetter. G. Richard Hostetter is part owner of
Century Capital Market. His business address is P. O. Box 236, Winter
Park, Florida 32789.
A. S. MacMillan. A. S. MacMillan is president of Team
Resources. His business address is 2100 River Edge Parkway, Suite 800,
Atlanta, Georgia 30328.
Ronald W. Blue. Ronald W. Blue is an investment manager of
Ronald Blue & Company. This business address is Suite 600, 1100 Johnson
Ferry Road, N.E., Atlanta, Georgia 30342.
Lee S. Anderson. Lee S. Anderson is the Associate Publisher
and Editor of the Chattanooga Times-Free Press. His business address is
400 E. 11th Street, Chattanooga, Tennessee 37403.
Lawrence B. Austin, III. Lawrence B. Austin is a real estate
builder and developer. His business address is Austin Building
Corporation, 243 Signal Mountain Road, Chattanooga, Tennessee 37405.
Richard D. Crotteau. Richard D. Crotteau is an attorney. His
business address is Miller & Martin, 10th Floor, Volunteer Building,
Chattanooga, Tennessee 37402.
T. Cartter Frierson. T. Cartter Frierson is a management
consultant. His business address is TCF Consulting Group, LLC., 1103
Tinkerbell Lane, Lookout Mountain, Georgia 30750.
Henry A. Henegar. Henry A. Henegar is executive director of
the Chattanooga Bible Institute. His business address is Chattanooga
Bible Institute, 1001 McCallie Avenue, Chattanooga, Tennessee 37403.
Hugh D. Huffaker, Jr. Hugh D. Huffaker, Jr. is a realtor. His
business address is Crye-Leike Realtors, 1201 Market Street,
Chattanooga, Tennessee 37402.
Ralph S. Paden. Ralph S. Paden is retired. His residence
address is 222 West Brow Oval, Lookout Mountain, Tennessee 37350.
Gerry U. Stephens. Gerry U. Stephens is retired. His residence
address is 1516 Lyndhurst Drive, Chattanooga, Tennessee 37405.
John C. Stophel. John C. Stophel is an attorney. His
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business address is Chambliss, Bahner & Stophel, P.C., 1000 Tallan
Building, Two Union Square, Chattanooga, Tennessee 37402.
Thomas H. McCallie, III. Thomas H. McCallie, III is secretary
and executive director of The Maclellan Foundation, Inc. His business
address is 501 Provident Building, One Fountain Square, Chattanooga,
Tennessee 37402.
During the last five years, none of the above persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of the above persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any of the above persons being subject to a judgment,
decree or final order 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 persons who is a natural person is a citizen of the
United States of America.
(c) None of the Reporting Persons nor, to their knowledge, any of
the persons named above in Items 5(a) and (b), effected any transactions in the
common stock during the past 60 days.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Hugh O. Maclellan, Jr. holds a revocable proxy to vote the shares of
Provident Companies, Inc. and UNUMProvident Corporation common stock held by The
Maclellan Foundation, Inc. Accordingly, shares owned by The Maclellan
Foundation, Inc. have been included among those for which Hugh O. Maclellan, Jr.
has voting power, but have not been included as shares for which Kathrina H.
Maclellan and Robert H. Maclellan have voting power.
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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: December 15, 2000
/s/ Barton C. Burns
-----------------------------------
Barton C. Burns, authorized
representative of the
persons filing the
foregoing statement.
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POWER OF ATTORNEY
(For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Barton C. Burns and John C. Stophel, or either of them, as his/her true
and lawful attorney-in-fact and agent to:
a. Execute for and on behalf of the undersigned such
Forms 3, 4 and 5 ("Forms") as may be required from time to
time by Section 16 of the Securities Exchange Act of 1934 and
the applicable rules thereunder ("Act"); and such other forms
as may be required to be filed with the Securities and
Exchange Commission with respect to stock of UNUMProvident
Corporation; and
b. Do and perform each and every act and thing for and
on behalf of the undersigned which may be necessary or
desirable to complete the execution and timely filing of such
Forms as undersigned may be required to file with the
Securities and Exchange Commission and any other authority.
The undersigned grants said attorney-in-fact and agent full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as said attorney-in-fact
and agent might or could do in person, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 2nd day of March, 2000.
THE MACLELLAN FOUNDATION, INC.
By: /s/ Hugh O. Maclellan, Jr.
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POWER OF ATTORNEY
(For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Barton C. Burns and John C. Stophel, or either of them, as his/her
true and lawful attorney-in-fact and agent to:
a. Execute for and on behalf of the undersigned such
Forms 3, 4 and 5 ("Forms") as may be required from time to
time by Section 16 of the Securities Exchange Act of 1934 and
the applicable rules thereunder ("Act"); and such other forms
as may be required to be filed with the Securities and
Exchange Commission with respect to stock of UNUMProvident
Corporation; and
b. Do and perform each and every act and thing for and
on behalf of the undersigned which may be necessary or
desirable to complete the execution and timely filing of such
Forms as undersigned may be required to file with the
Securities and Exchange Commission and any other authority.
The undersigned grants said attorney-in-fact and agent full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as said attorney-in-fact
and agent might or could do in person, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 2nd day of March, 2000.
/s/ Hugh O. Maclellan, Jr.
------------------------------------------
Hugh O. Maclellan, Jr.
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POWER OF ATTORNEY
(For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Barton C. Burns and J. Nelson Irvine, or either of them, as
his/her true and lawful attorney-in-fact and agent to:
a. Execute for and on behalf of the undersigned such
Forms 3, 4 and 5 ("Forms") as may be required from time to
time by Section 16 of the Securities Exchange Act of 1934 and
the applicable rules thereunder ("Act"); and such other forms
as may be required to be filed with the Securities and
Exchange Commission with respect to stock of UNUMProvident
Corporation; and
b. Do and perform each and every act and thing for and
on behalf of the undersigned which may be necessary or
desirable to complete the execution and timely filing of such
Forms as undersigned may be required to file with the
Securities and Exchange Commission and any other authority.
The undersigned grants said attorneys-in-fact and agents full power
and authority to act and perform on behalf of the undersigned all and every act
and thing whatsoever required to be done in the exercise of the rights and
powers granted herein, as fully to all intents and purposes as either or both
of said attorneys-in-fact and agents might or could do in person, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 25th day of February, 2000.
/s/ Kathrina H. Maclellan
-------------------------
Kathrina H. Maclellan
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POWER OF ATTORNEY
(For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Barton C. Burns and J. Nelson Irvine, or either of them, as
his/her true and lawful attorney-in-fact and agent to:
a. Execute for and on behalf of the undersigned such
Forms 3, 4 and 5 ("Forms") as may be required from time to
time by Section 16 of the Securities Exchange Act of 1934 and
the applicable rules thereunder ("Act"); and such other forms
as may be required to be filed with the Securities and
Exchange Commission with respect to stock of UNUMProvident
Corporation; and
b. Do and perform each and every act and thing for and
on behalf of the undersigned which may be necessary or
desirable to complete the execution and timely filing of such
Forms as undersigned may be required to file with the
Securities and Exchange Commission and any other authority.
The undersigned grants said attorneys-in-fact and agents full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as either or both of said
attorneys-in-fact and agents might or could do in person, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof. The undersigned hereby acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 28th day of February, 2000.
/s/ R.H. Maclellan
--------------------------
Robert H. Maclellan
