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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
UNUM CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
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<S> <C>
[LOGO] UNUM Corporation
2211 Congress Street
Portland, Maine 04122
</TABLE>
March 28, 1994
To Our Stockholders:
You are invited to attend the 1994 Annual Meeting of Stockholders of UNUM
Corporation. The meeting will be held on May 13, 1994, at 10:30 a.m. at the
Portland Marriott, 200 Sable Oaks Drive, South Portland, Maine.
The items to be considered at this meeting are detailed in this proxy
statement. Also enclosed is a copy of UNUM Corporation's 1993 Annual Report,
including consolidated financial statements.
WHETHER OR NOT YOU PLAN ON ATTENDING THE ANNUAL MEETING, WE ASK THAT YOU
COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ENVELOPE PROVIDED.
Thank you for your interest in and commitment to UNUM Corporation. We look
forward to seeing you at the meeting.
Sincerely,
JAMES F. ORR III
Chairman and
Chief Executive Officer
<PAGE>
UNUM CORPORATION
2211 CONGRESS STREET
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of UNUM Corporation, a Delaware corporation (the "Corporation"), will
be held at the Portland Marriott, 200 Sable Oaks Drive, South Portland, Maine,
on May 13, 1994, at 10:30 a.m., local time, for the following purposes:
1. To elect four directors to serve for three-year terms expiring
in 1997, and one director to serve for a one-year term expiring
in 1995;
2. To ratify the appointment of Coopers & Lybrand as the
Corporation's independent auditors for the year 1994; and
3. To transact any other business that may properly come before the
Annual Meeting.
The close of business on March 15, 1994, has been fixed as the record date
for determination of the stockholders entitled to notice of and to vote at the
Annual Meeting.
By order of the Board of Directors,
KEVIN J. TIERNEY
SECRETARY
YOUR VOTE IS IMPORTANT TO ENSURE THAT A MAJORITY OF THE STOCK IS
REPRESENTED. PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN
THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
March 28, 1994
Portland, Maine
<PAGE>
UNUM CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 1994
GENERAL INFORMATION
This proxy statement concerns the Annual Meeting of Stockholders to be held
on May 13, 1994 (the "Annual Meeting"). The Board of Directors is soliciting
your proxy for use at the meeting and at any adjournment of the meeting by
asking you to date, sign and return the enclosed proxy card.
For proxy cards properly dated, signed and returned, the shares will be
voted at the meeting in accordance with each stockholder's directions. Please
vote by marking the appropriate boxes on the enclosed proxy card. If the card is
signed and returned without directions, the shares will be voted "FOR" the
election of all directors as nominated, and "FOR" the ratification of Coopers &
Lybrand as the Corporation's independent auditors. If other matters properly
come before the meeting, the shares will be voted in accordance with the best
judgment of the persons named as proxies on the proxy card. Any shares not voted
"FOR" a particular director as a result of a direction to withhold or a broker
nonvote will not be counted in such director's favor. All other matters to be
acted on at the Annual Meeting require the affirmative vote of a majority of the
shares present at the meeting to constitute the action of the stockholders. In
accordance with Delaware law, abstentions will, while broker nonvotes will not,
be treated as present for this purpose. A broker nonvote is a proxy submitted by
a broker in which the broker fails to vote on behalf of a client on a particular
matter for lack of instruction when such instruction is required by the New York
Stock Exchange. A proxy may be revoked by a stockholder at any time before its
use by giving written notice of revocation to the Corporate Secretary of UNUM
Corporation, 2211 Congress Street, Portland, Maine 04122, by submitting a
subsequent proxy, or by voting in person at the Annual Meeting. This proxy
statement and the enclosed proxy card are being sent to stockholders beginning
approximately March 30, 1994.
UNUM Corporation (the "Corporation" or "UNUM") had 75,544,126 outstanding
shares of Common Stock, par value $0.10 per share (the "Common Stock"), as of
March 15, 1994.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Generally, at each
annual meeting, one class of directors, or approximately one-third of the total
number of directors, is elected, and the term of that class is three years. As
of the close of the Corporation's last Annual Meeting on May 14, 1993, there
were five Class II directors, four Class III directors and four Class I
directors, serving terms expiring in 1994, 1995 and 1996, respectively. The term
of the Class II directors expires with this Annual Meeting. One Class III
director, Robert L. Swiggett, will be retiring with this Annual Meeting. In
light of Mr. Swiggett's retirement, the Board of Directors has voted to reduce
the number of directorships to 12, with the reduction occurring within Class II,
effective the day of the 1994 Annual Meeting.
The Board of Directors proposes the election of Gayle O. Averyt, Gwain H.
Gillespie, Cynthia A. Montgomery and James L. Moody, Jr. as Class II directors,
to hold office for a term of three years, expiring at the close of the Annual
Meeting of Stockholders to be held in 1997 and until their successors are
elected
2
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and qualify. In addition, the Board of Directors proposes the election of
Kenneth S. Axelson as a Class III director, to serve out the remaining term of
the Class III directorship to be vacated by Mr. Swiggett, to hold office for a
term of one year, expiring at the close of the Annual Meeting of Stockholders to
be held in 1995, and until his successor is elected and qualifies. Each nominee
is currently serving as a member of the Board of Directors of the Corporation.
If any nominee should become unable to serve, the persons named as proxies
on the proxy card will vote for the person or persons the Board of Directors
recommends, if any. The Board of Directors has no reason to believe that any of
the named nominees is not available or would be unable to serve if elected.
Set forth below is information about each nominee and continuing director,
including age, position(s) held with the Corporation, principal occupation,
business history for at least five years, and other directorships held. The
terms of office for each of the remaining seven directors continue until the
close of the Annual Meeting of Stockholders in the year shown along with each
director's name.
<TABLE>
<CAPTION>
EXPIRES
NAME AGE DIR. SINCE POSITION(S) HELD TERM
- ----------------------------------------------- ----- ----------- ---------------------------- -----------
<S> <C> <C> <C> <C>
James F. Orr III............................... 51 1986 Chairman and Chief 1996
Executive Officer
Gayle O. Averyt................................ 60 1993 Director 1994
Kenneth S. Axelson............................. 71 1983 Director 1994
Robert E. Dillon, Jr........................... 62 1990 Director 1996
Gwain H. Gillespie............................. 62 1991 Director 1994
Ronald E. Goldsberry........................... 51 1993 Director 1996
Donald W. Harward.............................. 54 1990 Director 1996
Cynthia A. Montgomery.......................... 41 1990 Director 1994
James L. Moody, Jr............................. 62 1988 Director 1994
Lawrence R. Pugh............................... 61 1988 Director 1995
Lois Dickson Rice.............................. 61 1993 Director 1995
John W. Rowe................................... 48 1988 Director 1995
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NOMINEES FOR ELECTION FOR TERM EXPIRING IN 1997:
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GAYLE O. AVERYT
Chairman Emeritus
Colonial Companies, Inc.
(Picture) Columbia, South Carolina
Gayle O. Averyt served as Chairman of Colonial Companies, Inc. from August 1989 to
December 1993, and additionally, served as Chairman of Colonial Life & Accident
Insurance Company from 1970 to December 1993. Mr. Averyt also serves as a director of
NationsBank of South Carolina, a wholly owned subsidiary of NationsBank Corporation.
GWAIN H. GILLESPIE
Vice Chairman Emeritus
UNUM Corporation
(Picture) Portland, Maine
Gwain H. Gillespie served as Vice Chairman of the Board from May 1991 to October
1992. He served as Executive Vice President, Finance and Administration from September
1988 to May 1991, and additionally as Chief Financial Officer from December 1988 to
April 1989 and as Treasurer from December 1988 to May 1989. Mr. Gillespie joined UNUM
in 1988.
CYNTHIA A. MONTGOMERY
Professor of Competition and Strategy
Harvard University Graduate School of Business Administration
(Picture) Boston, Massachusetts
Cynthia A. Montgomery is a professor of Competition and Strategy at Harvard
University Graduate School of Business Administration, a post she has held since 1989.
Ms. Montgomery was previously a professor at Northwestern University from 1985 to 1989.
She also serves as a director of certain Merrill Lynch funds.
</TABLE>
4
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<TABLE>
<S> <C>
JAMES L. MOODY, JR.
Chairman
Hannaford Bros. Co.
(Picture) Scarborough, Maine
James L. Moody, Jr. is the Chairman and former Chief Executive Officer of Hannaford
Bros. Co., a Maine-based food retailing company. Mr. Moody joined Hannaford Bros. Co.
in 1959. He is also a director of the Penobscot Shoe Company, IDEXX Laboratories, Inc.,
Sobeys Inc., Hills Stores Company and several funds of the Colonial Group of Mutual
Funds.
</TABLE>
NOMINEE FOR ELECTION FOR TERM EXPIRING IN 1995:
<TABLE>
<S> <C>
KENNETH S. AXELSON
Director of various corporations
(Picture) Rockland, Maine
Kenneth S. Axelson retired in 1982 as Executive Vice President and director of J.C.
Penney Company, Inc., a post he had held since 1981. Mr. Axelson joined J.C. Penney in
1963. He also serves as a director or trustee of Grumman Corporation, Zurn Industries,
Inc., several Merrill Lynch funds and The Chicago Dock and Canal Trust.
</TABLE>
<TABLE>
<S> <C>
CONTINUING DIRECTORS:
ROBERT E. DILLON, JR.
Executive Vice President
Sony Electronics Inc.
(Picture) Park Ridge, New Jersey
Robert E. Dillon, Jr. is Executive Vice President of Sony Electronics Inc.
("Sony"), a New Jersey-based electronics firm, a post he has held since 1981. Mr.
Dillon joined Sony in 1973.
</TABLE>
5
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<TABLE>
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RONALD E. GOLDSBERRY
Vice President and General Manager
Customer Service Division
Ford Motor Company
(Picture) Detroit, Michigan
Ronald E. Goldsberry is Vice President and General Manager of the Customer Service
Division at Ford Motor Company ("Ford Motor"), a post he has held since February 1994.
Previously, Dr. Goldsberry served as General Sales and Marketing Manager for the Parts
and Service Division at Ford Motor from October 1991 to February 1994, Executive
Director for Sales and Service Strategies of Sales Operations at Ford Motor from 1990
to October 1991, and General Manager for the Plastics, Paint and Vinyl Division, and
President of Parker Chemical Company, a subsidiary of Ford Motor, from January 1987 to
May 1990. He is also Chairman of UNC Ventures, Inc., a venture capital firm.
DONALD W. HARWARD
President
Bates College
(Picture) Lewiston, Maine
Donald W. Harward is President of Bates College in Maine, a post he has held since
October 1989. Previously, Dr. Harward served as Vice President for Academic Affairs of
The College of Wooster in Ohio from 1982 to October 1989.
JAMES F. ORR III
Chairman and Chief Executive Officer
UNUM Corporation
(Picture) Portland, Maine
James F. Orr III was elected Chairman of the Board in February 1988. Additionally,
he has served as President and Chief Executive Officer since September 1987, and
previously served as President and Chief Operating Officer after joining the
Corporation in September 1986. Mr. Orr also serves as a director of Nashua Corporation
and Grumman Corporation.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
LAWRENCE R. PUGH
Chairman and Chief Executive Officer
VF Corporation
(Picture) Reading, Pennsylvania
Lawrence R. Pugh is Chairman and Chief Executive Officer of VF Corporation, an
apparel company in Pennsylvania, a post he has held since 1983. Mr. Pugh joined VF
Corporation in 1980. He is also a director of The Black & Decker Corporation and
Meridian Bancorp, Inc.
LOIS DICKSON RICE
Guest Scholar
The Brookings Institution
(Picture) Washington, D.C.
Lois Dickson Rice is a guest scholar at The Brookings Institution, a post she has
held since October 1991. From 1981 to 1991, Ms. Rice served as Senior Vice President of
Government Affairs and a director of Control Data Corp. She also serves as a director
of McGraw-Hill, Inc., International Multifoods Corporation, Shawmut National
Corporation, Hartford Steam Boiler Inspection & Insurance Co. and Bell Atlantic --
Washington.
JOHN W. ROWE
President and Chief Executive Officer
New England Electric System
(Picture) Westborough, Massachusetts
John W. Rowe is President, Chief Executive Officer and a director of New England
Electric System ("NEES"), a post he has held since joining NEES in February 1989, and a
director of certain subsidiaries of NEES including Massachusetts Electric Company, The
Narragansett Electric Company and New England Power Company. Mr. Rowe is also a
director of Bank of Boston Corporation.
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7
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SECURITY OWNERSHIP (1)
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Corporation, as of March 1, 1994, by each
director, nominee and named executive officer, and by all directors, nominees
and executive officers of the Corporation as a group. The total share holdings
reported for all directors, nominees and executive officers as a group total
2.0% of the outstanding shares on March 1, 1994, as calculated pursuant to the
Commission's rules. All other amounts reported total less than 1% of the
outstanding shares on such date.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
OWNED
SUBJECT TO
OPTIONS
SHARES EXERCISABLE TOTAL SHARES
DIRECTORS, NOMINEES AND BENEFICIALLY AS OF MAY 31, BENEFICIALLY
NAMED EXECUTIVE OFFICERS OWNED 1994 OWNED
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
James F. Orr III........................................... 128,821(2) 168,100 296,921(2)
Gayle O. Averyt............................................ 671,778(3) 0 671,778(3)
Kenneth S. Axelson......................................... 20,058 5,000 25,058
Robert E. Dillon........................................... 1,708 5,000 6,708
Gwain H. Gillespie......................................... 27,216(4) 87,000 114,216(4)
Ronald E. Goldsberry....................................... 300 2,000 2,300
Donald W. Harward.......................................... 1,046(5) 3,700 4,746(5)
Cynthia A. Montgomery...................................... 200(6) 4,000 4,200(6)
James L. Moody, Jr......................................... 4,000 5,000 9,000
Lawrence R. Pugh........................................... 2,000 5,000 7,000
Lois Dickson Rice.......................................... 300 2,000 2,300
John W. Rowe............................................... 1,000 2,000 3,000
Robert L. Swiggett......................................... 15,196 5,000 20,196
W. Francis Brennan......................................... 27,369 23,000 50,369
Stephen B. Center.......................................... 40,404 26,700 67,104
Peter J. Moynihan.......................................... 26,944 36,750 63,694
Kevin P. O'Connell*........................................ 16,064 14,600 30,664
All directors, nominees and executive officers as a group
(21 persons including the above named)*.................. 1,036,121(7) 484,200 1,520,321(7)
<FN>
- ------------
(1) The number of shares reflected which, under applicable regulations of the
Securities and Exchange Commission ("Commission"), are deemed to be
beneficially owned. Unless otherwise indicated, the person indicated holds
sole voting and dispositive power.
(2) Includes 10,182 shares held by Mr. Orr's spouse and minor children.
(3) Includes 536,562 shares held in trust for the benefit of family members
under several trusts pursuant to which Mr. Averyt, as trustee, has sole or
shared voting or dispositive power. Mr. Averyt disclaims beneficial
ownership of 446,082 of these shares held in trust.
(4) Includes 16,000 shares held jointly with or by, Mr. Gillespie's spouse.
(5) Includes 1,002 shares held jointly with Dr. Harward's spouse.
(6) Includes 200 shares held jointly with Ms. Montgomery's spouse.
</TABLE>
8
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<TABLE>
<S> <C>
(7) Includes 508,950 shares held in the name of a spouse, minor children or
certain other relatives sharing the same home as the director or executive
officer, or held by the director or executive officer, or the spouse of
the director or executive officer, as a trustee or as a custodian for
family members.
* Denotes or includes officers of a subsidiary who are not officers of the
Corporation but are considered "executive officers" of the Corporation
under rules of the Commission.
</TABLE>
Indicated below are the number of shares beneficially owned as of December
31, 1993, by holders of more than five percent of the Common Stock as reported
to the Commission by such holders on forms 13G, and the percentage of the total
shares of the Common Stock outstanding which such holdings represented on such
date. The Prudential Insurance Company of America ("Prudential"), Prudential
Plaza, Newark, New Jersey 07102, reported beneficial ownership of 4,552,467
shares (6.0%), including shared dispositive power over 4,167,201 shares, shared
voting power over 3,563,601 shares, and sole voting and dispositive power over
385,266 shares. A subsidiary of Prudential, Jennison Associates Capital Corp.,
466 Lexington Avenue, New York, New York 10017, reported beneficial ownership of
4,529,100 shares (6.0%), including shared dispositive power over all shares,
shared voting power over 3,239,100 shares, and sole voting power over 685,400
shares. Per Prudential, all of the 4,529,100 shares are included in the shares
reported as beneficially owned by Prudential.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held 10 meetings during 1993. Average attendance at
Corporation board and committee meetings in 1993 was 94 percent. Each director
attended more than 75 percent of the board and committee meetings of which he or
she was a member, with the exception of Mr. Pugh, who attended 71% of such
meetings. The Board of Directors has four standing committees, responsible for
assisting the full Corporation board in the discharge of its responsibilities.
Each committee member is appointed annually and serves until a successor is
named. All committees report their deliberations and recommendations to the full
Corporation board. The membership and principal responsibilities of each
committee are described below.
The Audit Committee, which held eight meetings in 1993, consists of four
directors: Mr. Axelson, who is Chairperson, Mr. Moody, Ms. Rice and Mr. Rowe.
This committee is responsible for reviewing the activities of the Corporation's
independent auditors and the internal audit department, with particular
attention to corporate accounting, reporting practices of the Corporation, the
quality and integrity of its financial statements and the independence of the
outside auditors. Each year it is responsible for recommending to the full
Corporation board the appointment of independent auditors.
The Compensation Committee, which held seven meetings in 1993, consists of
four directors: Mr. Pugh, who is Chairperson, Mr. Dillon, Dr. Harward and Mr.
Swiggett. This committee is responsible for monitoring compensation practices to
ensure that compensation is being designed and administered in a manner that is
consistent with the Corporation's compensation principles, objectives and
strategy.
The Board Governance Committee, which held five meetings in 1993, consists
of three directors: Mr. Swiggett, who is Chairperson, Mr. Moody and Mr. Orr.
This committee is responsible for recommending Corporation board membership
candidates and compensation for Corporation board and committee membership to
the full Corporation board. The committee is also responsible for determining
committee composition and conducting periodic evaluations of the Corporation
board's performance and of the contribution of individual Corporation board
members.
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The Investment Committee, which was formed in May 1993, held two meetings in
1993. It consists of four directors: Ms. Montgomery, who is Chairperson, Mr.
Averyt, Mr. Gillespie and Dr. Goldsberry. This committee is responsible for
reviewing investment policy and related investment strategy, and for monitoring
the performance of the investment results of the Corporation and its
subsidiaries. In particular, the committee is responsible for reviewing risk
management practices, non-performing assets and related reserving policy.
The By-Laws of the Corporation establish an advance notice procedure with
regard to the nomination, other than by or at the direction of the Corporation
board, of candidates for election as directors. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than 60 nor more than 90 days prior to the
meeting at which directors are to be elected, unless less than 75 days' notice
of the date of the meeting is given or made to stockholders, in which case
notice by the stockholder must be received not later than the close of business
on the 15th day following the day on which such notice of the date of the
meeting was mailed. A stockholder's notice to the Secretary shall set forth (a)
as to each nominee for director (i) the name, age, business address and
residence address of the person; (ii) the principal occupation or employment of
the person; (iii) the class and number of shares of the Corporation that are
beneficially owned by the person; and (iv) any other information relating to the
person that is required to be disclosed in solicitations of proxies for election
of directors pursuant to Rule 14(a) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any other applicable laws or rules or
regulations of any governmental authority or of any national securities exchange
or similar body overseeing any trading market on which shares of the Corporation
are traded, and (b) as to the stockholder giving the notice (i) the name and
record address of the stockholder and (ii) the class and number of shares of the
Corporation that are beneficially owned by the stockholder.
COMPENSATION OF DIRECTORS
Non-officer directors are paid an annual retainer of $27,500 by the
Corporation. Directors who chair a committee of the UNUM board are paid an
additional annual retainer of $4,000. Directors are also paid an attendance fee
of $1,000 for each board meeting attended, and an additional $1000 for each
committee meeting attended. Directors may defer their compensation pursuant to a
nonqualified Deferred Compensation Plan. Directors are also reimbursed for
out-of-pocket expenses relating to attendance at meetings. In addition, pursuant
to the Corporation's 1990 Long-Term Stock Incentive Plan, each continuing
non-employee director receives an annual automatic grant of an option to
purchase 1,000 shares of Common Stock, and each newly elected non-employee
director receives an automatic grant of an option to purchase 2,000 shares of
Common Stock.
Upon termination of service as a director, each non-officer director who has
served for at least one full three-year term will receive an annual consulting
fee equal to the director's final year retainer for as many years as the
director has served, or until his or her earlier death or association with a
competitor of the Corporation.
On March 26, 1993 the Corporation consummated a merger pursuant to which
Colonial Companies, Inc. ("Colonial"), an insurance holding company providing
primarily individual health, accident and cancer insurance, became a
wholly-owned subsidiary of the Corporation, and the stockholders of Colonial's
Class A and Class B Common Stock received .731 shares of the Corporation's
Common Stock for each of the approximately 1.9 million shares of Class A Common
Stock and 13.7 million shares of Class B Common Stock of Colonial outstanding,
for an aggregate market value of approximately $656 million. In connection with
this transaction, Gayle O. Averyt, Chairman of the Board at that time and a
principal stockholder of
10
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Colonial, was elected to the Board of Directors of the Corporation effective
March 26, 1993. Pursuant to the merger agreement, Mr. Averyt and members of his
immediate family received UNUM Common Stock in exchange for shares of Colonial's
Class A and Class B Common Stock held by them at the same exchange ratio as
other Colonial stockholders. Mr. Averyt reported beneficial ownership of UNUM
Common Stock received in the merger of 1,043,114 shares (and disclaimed
beneficial ownership of 614,786 of such shares). Additionally, based on
available information, members of his immediate family (as defined in the
Commission's rules) received approximately 545,118 shares of UNUM Common Stock
in exchange for their Colonial Class A and Class B Common Stock. Mr. Averyt
continued to serve as Chairman of the Board of Colonial until December 1993.
During 1993, he received a salary of $250,000 and fringe benefits with a total
value of $17,892, and continued to participate in Colonial's benefit plans. He
will continue as an employee of Colonial Life & Accident Insurance Company
during 1994.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ELECTION OF
THE ABOVE NOMINEES.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of its Audit Committee, has
appointed Coopers & Lybrand as independent auditors for the year 1994. Although
not required, the board has determined that it is desirable to request
ratification of this appointment by the stockholders of the Corporation. If
ratification is not obtained, the board will reconsider the appointment.
The Corporation has been advised that representatives of Coopers & Lybrand
will be present at the Annual Meeting. They will be afforded the opportunity to
make a statement, should they desire to do so, and to respond to appropriate
questions.
Coopers & Lybrand served as the Corporation's independent auditors for 1993,
following the Corporation's decision on August 2, 1993, not to reappoint Ernst &
Young. In connection with the audits of the fiscal years ended December 31, 1991
and December 31, 1992, and for the interim period dating from January 1, 1993
until August 2, 1993, there were no disagreements between Ernst & Young and the
Corporation on any matter of accounting principles or practices, financial
statements disclosure, or auditing scope or procedure, that, if not resolved to
the satisfaction of Ernst & Young, would have resulted in reference or
disclosure in Ernst & Young's reports.
Ernst & Young's reports for the fiscal years ended December 31, 1991 and
December 31, 1992 contained no adverse opinions, no disclaimers of opinion and
no qualifications or modifications of opinion as to uncertainty, audit scope, or
accounting principles.
The change of independent auditors for 1993 was recommended by the Audit
Committee of the Corporation's Board of Directors and approved by the Board of
Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
ITEM 3. OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. If other matters are presented, it is intended that the persons named
as proxies on the proxy card will have discretionary authority to vote on such
matters in accordance with their best judgment.
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BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The four-member Compensation Committee of the Board of Directors (the
"Committee") generally makes decisions on compensation for the Corporation's
executives. Each member of the Committee is a non-employee director. The full
Board reviews the Committee's decisions relating to the compensation of the
Corporation's Chief Executive Officer; however, decisions regarding awards
granted to the Chief Executive Officer under stock-based compensation plans are
made solely by the Committee.
The Corporation has designed its compensation philosophy, "Pay for
Performance," to reward all UNUM employees, including executive officers, for
making progress towards and attaining the Corporation's goals. In the case of
executive officers, this philosophy aims to provide compensation which depends
heavily on performance and properly balances long-and short-term objectives.
Effective in 1994, Congress enacted a limitation on the deductibility for
federal income tax purposes of certain compensation in excess of one million
dollars payable to "covered employees", generally the Chief Executive Officer
and the next four most highly compensated executive officers of the Corporation
who are employed at the end of the year. Based on proposed regulations issued by
the Internal Revenue Service in December 1993 and pending review by the
Committee of the final regulations to be issued, the Committee intends to
attempt to maximize the deductibility of executive compensation paid by the
Corporation. However, the Committee intends to make compensation determinations
that it believes to be in the best interests of the shareholders, whether or not
such compensation is fully deductible.
There are three components of executive compensation: base salary,
contingent yearly cash payments under the Annual Incentive Plan, and long-term
incentives (awards of stock options and shares of restricted stock). In February
of each year, the Committee: 1) sets an annual base salary for each executive;
2) sets threshold, target and maximum payment amounts under the Annual Incentive
Plan for the current year; 3) approves Annual Incentive Plan payments for the
prior year; and 4) approves awards of stock options and restricted stock. By
making all of these determinations in February, the Committee is able to
consider, in light of the audited financial results from the prior year that
become available at that time, all elements of compensation as a whole and to
communicate a consistent message to all employees.
While the performance graph that appears immediately after this report
compares the Corporation's financial performance to that of the companies
included in the Dow Jones Life Insurance Index, the Committee looks more broadly
when making compensation determinations because the Corporation's market for
executive managers is not limited to the life insurance industry. The
Corporation sets salaries that are within ranges, the mid-points of which are at
the median of salaries of a representative group of 78 peer companies,
consisting of major insurance, financial services and industrial firms. The 1993
salary shown for the Chief Executive Officer in the Summary Compensation Table
was below the median for these peer companies and reflects a 3.4% salary rate
increase over 1992. The Committee made this determination based on the average
salary increase for employees of the Corporation's principal operations of 3%,
the Corporation having well exceeded its return-on-equity target for 1992, and
the excellent performance by the Chief Executive Officer under the personal
leadership measures of his individual 1992 performance plan.
Annual Incentive Plans and long-term compensation are designed so that the
total compensation paid to executive officers will be somewhat above median
compensation for peer companies in the event of a target-level Annual Incentive
payout in a given year, and considerably above the median in the event of a
maximum payout. Conversely, total compensation for UNUM's executive officers
will be lower than that of
12
<PAGE>
peer companies in the event that the Corporation's performance does not meet its
goals. Because the targets are set aggressively, the Committee believes that the
total compensation for executive officers is highly leveraged.
Annual Incentive Plan awards for the Chief Executive Officer are based
entirely on overall corporate performance, giving the greatest weight to
attainment of annual earnings-per-share targets, but also considering progress
against the Corporation's long-term strategic goals as described below. For
other executive officers, both the financial and strategic components of the
award determination include specific goals of the executive's business unit.
Reflecting the evolution of the Corporation to a holding company structure,
beginning with the 1994 Annual Incentive Plan (payable in February of 1995 and
to be renamed the "Results Sharing Plan"), the Annual Incentive targets of the
Corporation's Executive Vice Presidents as well as its Chief Executive Officer
will be entirely based on corporation performance, and business unit heads'
targets will be based on the performance of their unit, the Corporation
subsidiary of which it is a part, and of the Corporation as a whole.
Although the Corporation's top managers have already demonstrated a strong
commitment to the enterprise through the acquisition of UNUM stock, especially
given the relatively short time that the Corporation has existed as a public
company, the Committee continues to believe that long-term compensation for all
officers should be stock-based in order to tie the interests of the executives
as closely as possible to those of the shareholders. In addition, in order to
guide future managers of the Corporation, the Committee has worked with
management during 1993 in developing targeted levels of stock ownership for
senior officers. The guidelines, which were adopted by the Corporation at the
end of 1993, provide that over time the Chief Executive Officer, each Executive
Vice President, and each Senior Vice President-level officer should aim to
accumulate UNUM stock valued at five-, three-, and two-times salary,
respectively. The Committee does not take into consideration the level of an
executives' stock ownership or accumulated stock options in making
determinations concerning the size of stock-based awards.
The Corporation grants non-qualified stock options at fair market value.
These options are market focused, and both company performance and external
factors including the economy, interest rates and industry cycles affect their
value. Stock options basically reflect increased shareholder value, however, and
have no value to optionees unless the Corporation's stock price increases.
The value to executives of UNUM's other form of long-term incentive --
shares of restricted stock -- also reflects stock price. However, executives
only receive ownership rights to restricted stock upon the Corporation's
attainment of specific financial targets over a three-year period. The financial
targets for restricted stock payouts to-date under the program have been in
terms of a three-year average return on equity. No shares of restricted stock
were paid out during 1993 because the restrictions had not yet lapsed on any
shares.
The Annual Incentive Award for the Chief Executive Officer for 1993 was
$454,600, compared with $543,100 for 1992. The principal reason for this
difference was that although the Corporation's financial performance exceeded
internal earnings-per-share targets both in 1993 and 1992, 1992 performance
exceeded the target for that year by a wider margin. In determining the amount
of the Annual Incentive Awards for the Chief Executive Officer, the Committee
also took into consideration a number of other factors, without assigning
numerical weight to any one. The Committee noted that despite a challenging
business environment for the industry as a whole, the Corporation had delivered
a sixth consecutive year of record sales, premium and net income. The Committee
observed that management has continued to focus
13
<PAGE>
its attention on taking insurance risks, which it has the core expertise to
underwrite and manage, and has avoided compromising the Corporation's financial
strength by not taking undue risk in its investment of assets.
The Committee also took into consideration the continued effective
leadership demonstrated by management, and in particular by the Chief Executive
Officer, in committing the full resources of the Corporation to aggressive
long-term goals. Following 1987, when the Corporation's return on equity was
approximately 7%, management set the goal of achieving a 15% return on equity by
1992. The Corporation attained this goal one year ahead of schedule. Thereupon,
in December of 1992, management announced the '98 Goals. As more fully described
in the accompanying Annual Report, the '98 Goals set very aggressive, measurable
performance standards in the categories of Shareholder Value, UNUM People,
Operating Effectiveness and Customer Satisfaction, in support of the
Corporation's vision of becoming the worldwide leader in disability and
specialty risk insurance products by 1998.
Finally, the Committee credited management with setting a strategic
direction that is calculated to create superior long-term shareholder value. In
particular, the Committee took note of the Corporation's investments overseas in
the United Kingdom and in Japan, in developing its long-term care business, in
transitioning to a holding company operating structure and in dedicating
resources to maximize the value of its recent merger with Colonial Companies,
Inc. and acquisition of Duncanson & Holt, Inc. As illustrated by the following
performance graph, despite the lack of stock price appreciation during 1993, the
Corporation's shareholders have benefited from management's actions through a
total return over the past five years that far exceeds that of the Corporation's
peers and would have placed the company in the top quartile of the Standard &
Poor's ("S&P") 500.
Robert E. Dillon, Jr. Donald W. Harward Lawrence R. Pugh Robert L. Swiggett
14
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Common Stock of the Corporation for the last five fiscal years with the
cumulative total return on the S&P 500 Index and the Dow Jones Life Insurance
Industry Index over the same period (assuming the investment of $100 in the
Corporation's Common Stock, the S&P 500 Index and the Dow Jones Life Insurance
Industry Index on December 31, 1988, and the reinvestment of all dividends).
COMPARISION OF CUMULATIVE TOTAL RETURN
UNUM, the S&P 500 Index, and the Dow Jones Life Insurance Index ("Peer Index")
(assumes $100 invested at 12/31/88)
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
UNUM.......................... 100 181 178 314 417 419
S&P 500 Index................. 100 132 128 166 179 197
Peer Index.................... 100 159 136 202 264 263
</TABLE>
15
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid for the
fiscal years 1993, 1992 and 1991 by the Corporation or by UNUM Life Insurance
Company of America ("UNUM America"), a wholly-owned subsidiary of the
Corporation, to the Chief Executive Officer and the other four most highly
compensated executive officers of the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS(2)
--------------------------
ANNUAL COMPENSATION NUMBERS OF OTHER
-------------------- RESTRICTED SECURITIES ---------------
NAME AND INCENTIVE STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY PAYMENT(1) AWARD(3) OPTIONS COMPENSATION(4)
- ------------------------------ ---- -------- ---------- ------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James F. Orr III.............. 1993 $606,154 $454,600 $390,500 30,000 $27,439
Chairman and CEO 1992 $603,462 $543,100 $350,911 38,100 $27,276
1991 $542,154 $525,000 $ 0 0 $27,163
Stephen B. Center............. 1993 $341,692 $212,300 $151,250 11,500 $ 8,994
Executive Vice President 1992 $338,077 $202,800 $140,364 15,200 $ 8,728
1991 $305,385 $183,200 $ 0 0 $ 8,475
W. Francis Brennan............ 1993 $286,077 $178,200 $129,250 9,900 $ 8,994
Executive Vice President 1992 $283,731 $170,200 $121,895 13,100 $ 8,728
1991 $247,692 $166,000 $ 0 0 $ 8,475
Kevin P. O'Connell............ 1993 $249,558 $120,600 $ 77,000 5,900 $ 8,994
Senior Vice President 1992 $243,693 $127,900 $ 81,264 8,700 $ 8,728
1991 $213,000 $117,400 $ 0 0 $ 8,475
Peter J. Moynihan............. 1993 $225,846 $112,400 $ 77,000 5,850 $ 6,288
Senior Vice President 1992 $226,615 $149,600 $ 81,264 8,900 $ 8,728
1991 $209,231 $110,900 $ 0 0 $ 8,210
<FN>
- ------------
(1) Cash incentive payments for 1993, 1992 and 1991 performance have been
listed in year earned, but were actually paid in the following fiscal year.
(2) Awards listed were granted pursuant to the Corporation's 1990 Long-Term
Stock Incentive Plan. In 1991, the Corporation decided to change the timing
of its annual grant of awards under the plan. The grant, which customarily
would have been made in December of 1991, was deferred until February of
1992 and, therefore, no grant is reflected on the table as having been made
during calendar year 1991.
(3) The restrictions may lapse on from 50% to 100% of the shares represented by
the Restricted Stock Awards shown for each named executive provided that
the Corporation attains targeted three-year financial goals and that the
executive remains in the Corporation's employ as provided in the 1990
Long-Term Stock Incentive Plan. No shares will be paid out if the
Corporation fails to attain the threshold financial measure established by
the Compensation Committee. The aggregate number and market value of shares
of restricted stock held by the five named executives as of December 31,
1993 were as follows: Mr. Orr (36,000, $1,903,500), Mr. Center (15,550,
$822,206), Mr. Brennan (11,450, $605,419), Mr. O'Connell (7,400, $391,275)
and Mr. Moynihan (8,800, $465,300).
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
(4) The stated amounts are the Corporation's matching contributions to the UNUM
Employees Retirement Savings Plan and Trust and, additionally in the case
of Mr. Orr, insurance premiums paid by the Corporation with respect to term
life insurance in the amounts of $18,445, $18,548 and $18,688 during the
years 1993, 1992 and 1991, respectively.
</TABLE>
STOCK OPTION GRANTS IN FISCAL 1993
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL OPTIONS POTENTIAL REALIZED VALUE
UNDERLYING GRANTED TO AT EXPIRATION(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 0%($) 5%($) 10%($)
- ------------------------- ---------- ------------------- ---------- ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
James F. Orr III......... 30,000 2.9% $ 55.06 2/12/03 $0 $1,038,817 $2,632,474
Stephen B. Center........ 11,500 1.1% $ 55.06 2/12/03 $0 $ 398,213 $1,009,115
W. Francis Brennan....... 9,900 1.0% $ 55.06 2/12/03 $0 $ 342,810 $ 868,716
Kevin P. O'Connell....... 5,900 0.6% $ 55.06 2/12/03 $0 $ 204,301 $ 517,720
Peter J. Moynihan........ 5,850 0.6% $ 55.06 2/12/03 $0 $ 202,569 $ 513,332
<FN>
- ------------
(1) Options were granted on February 12, 1993, based on the fair market value
on that date and became fully exercisable on February 12, 1994. Each
optioned share was granted in tandem with a limited stock appreciation
right entitling the optionee to receive the cash value of the option in the
event of a change of control of the Corporation.
(2) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the ten-year term. These
numbers are calculated based on the requirements promulgated by the
Commission and do not reflect the Corporation's estimate of future stock
price growth.
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1993
AND FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>
VALUES OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT FISCAL
ACQUIRED OPTIONS AT FISCAL YEAR-END YEAR-END(1)
ON EXERCISE VALUE -------------------------- -------------------------------
NAME OF OPTIONS REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ----------- ------------ ----------- ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
James F. Orr III.............. 55,000 $ 1,887,656 138,100 30,000 $ 3,532,485 $ 0
Stephen B. Center............. 42,000 $ 1,374,767 15,200 11,500 $ 245,100 $ 0
W. Francis Brennan............ 31,500 $ 1,002,312 13,100 9,900 $ 211,238 $ 0
Kevin P. O'Connell............ 26,000 $ 859,637 8,700 5,900 $ 140,288 $ 0
Peter J. Moynihan............. 12,500 $ 501,844 30,900 5,850 $ 785,762 $ 0
<FN>
- ------------
(1) Potential unrealized value is (i) the fair market value at December 31,
1993 ($52.875 per share) less the option exercise price times (ii) number
of shares acquired on exercise of options.
</TABLE>
17
<PAGE>
SEVERANCE AGREEMENTS
The Corporation has entered into severance agreements (the "Severance
Agreements") with certain officers including each of the five named executives,
providing for payments and other benefits to the officer if, within two years
after a Change in Control of the Corporation, as defined in the Severance
Agreements, his or her employment is terminated (a) involuntarily other than for
willful and continued failure by the officer to substantially perform his or her
duties or willful conduct which is demonstrably and materially injurious to the
employer; or (b) voluntarily by the officer, if for Good Reason as defined in
the Severance Agreements. Under the Severance Agreements, an officer whose
employment so terminates will receive, in addition to accrued salary and
pro-rated incentive compensation, (1) a lump sum payment equal to three times
the sum of his or her salary in effect at termination or immediately prior to
the Change in Control, whichever is greater, plus three times the average of the
annual incentive compensation awards received by the officer during the
preceding three years; (2) a lump sum payment equal to the present value of the
reduction in retirement payments resulting from the termination, assuming
employment had continued for three additional years; and (3) continuation of
life, disability, and accident and health insurance benefits for a maximum of
three years except to the extent that equivalent benefits are provided by a
subsequent employer.
In the event of a Potential Change in Control, as defined in the Severance
Agreements, the Corporation is obligated to fund a trust in an amount sufficient
to provide for all cash payments under the Severance Agreements.
PENSION PLAN
The following table illustrates the combined estimated annual benefits
payable under the UNUM Employees Pension Plan and Trust, the Supplemental
Retirement Plan and the Supplemental Executive Retirement Plan upon normal
retirement of participants with varying Final Average Earnings and years of
credited service. The amounts are calculated on the basis of payments for the
life of a participant who is 65 years of age. As of December 31, 1993, Messrs.
Orr, Center, Brennan, O'Connell and Moynihan had 7, 31, 9, 25 and 21 whole years
of credited service. If each of the named executives were to continue their
emplyment until age 65, their respective years of credited service would be 21,
40, 17, 42 and 36 for purposes of computing benefits.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS BY YEARS OF CREDITED SERVICE
FINAL AVERAGE ----------------------------------------------------------------------------------------------
EARNINGS 10 15 20 25 30 35 40 45
- ----------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 ......... $ 60,900 $ 98,400 $ 135,900 $ 143,000 $ 158,000 $ 173,000 $ 188,000 $ 203,000
400,000 ......... 85,900 135,900 185,900 193,000 213,000 233,000 253,000 273,000
500,000 ......... 110,900 173,400 235,900 243,000 268,000 293,000 318,000 343,000
600,000 ......... 135,900 210,900 285,900 293,000 323,000 353,000 383,000 413,000
700,000 ......... 160,900 248,400 335,900 343,000 378,000 413,000 448,000 483,000
800,000 ......... 185,900 285,900 385,900 393,000 433,000 473,000 513,000 553,000
900,000 ......... 210,900 323,400 435,900 443,000 488,000 533,000 578,000 623,000
1,000,000 ......... 235,900 360,900 485,900 493,000 543,000 593,000 643,000 693,000
1,100,000 ......... 260,900 398,400 535,900 543,000 598,000 653,000 708,000 763,000
1,200,000 ......... 285,900 435,900 585,900 593,000 653,000 713,000 773,000 833,000
</TABLE>
18
<PAGE>
Under the UNUM Employees Pension Plan and Trust (the "Pension Plan"), normal
retirement benefits payable to a participant retiring after 25 years or more of
service on a normal retirement date (age 65) will be equal to 50% of the
participant's Final Average Earnings plus an additional 1% for each year of
service over 25 years, minus 50% of the participant's primary social security
amount. A participant retiring on a normal retirement date who has not completed
25 years of service will receive a benefit as determined by a formula explained
in the Pension Plan document. Benefits of a participant retiring before or after
age 65 will be adjusted using factors contained in the Pension Plan document.
Final Average Earnings are defined as the average of basic earnings plus
incentives for the five consecutive years in which earnings were the highest
within the last ten years of credited service. The primary social security
amount is defined as the monthly benefit amount available to the participant as
of the normal retirement date under the provisions of Title II of the Social
Security Act in effect at the time of termination of employment. Accrued
benefits are 100 percent vested after five years of service.
The Supplemental Retirement Plan provides benefits equal to the difference
between what the Pension Plan can pay per the maximums imposed by Sections
401(a)(17) and 415 of the Code and what the Pension Plan would otherwise have
paid pursuant to the benefit formula had these maximums not existed. All
participants in the Pension Plan who retire or terminate after January 1, 1983,
and are affected by the maximums are eligible to participate in the Supplemental
Retirement Plan.
The Supplemental Executive Retirement Plan provides benefits for executives,
including all executive officers of the Corporation, who have been designated to
participate by the Corporation's board. The benefits equal 2.5% of the
participant's Final Average Earnings for all years of credited service, up to a
maximum of 20 years, less the sum of the participant's Social Security benefit,
benefits payable from the Supplemental Retirement Plan, and the benefits payable
from the Pension Plan.
OFFICER SECURITIES REPORTS
Rule 14a-101 under the Exchange Act requires that late filings of beneficial
statements be disclosed within a company's proxy statement. Based solely on its
review of the copies of beneficial ownership statements received by it, or
written representations from certain reporting persons that no beneficial
ownership statements were required for those persons, the Corporation believes
that during 1993 all beneficial ownership statements under Section 16(a) of the
Exchange Act that were required to be filed by executive officers and directors
of the Corporation in their personal capacities were filed in a timely manner,
with the exception of one instance regarding Mr. Moynihan. Mr. Moynihan
inadvertently omitted disclosure on his 1992 Form 5 annual statement of an
exempt gift of five shares of the Corporation's Common Stock. He has since
amended his annual report to disclose that gift.
PROPOSALS OF STOCKHOLDERS
In order for proposals of stockholders to be included in the proxy materials
for presentation at the 1995 Annual Meeting of Stockholders, such proposals must
be received by the Corporate Secretary no later than November 29, 1994.
19
<PAGE>
ADDITIONAL INFORMATION
The Corporation will bear the cost of soliciting proxies from its
stockholders and will enlist the help of banks and brokerage houses in
soliciting proxies from their customers. The Corporation will reimburse these
institutions for out-of-pocket expenses. In addition to the use of the mails,
proxies may be solicited personally or by telephone by the directors, officers
and employees of the Corporation or its subsidiaries. The Corporation has
engaged Georgeson & Company Inc. to assist in soliciting proxies for a fee of
approximately $7,500 plus reasonable out-of-pocket expenses.
KEVIN J. TIERNEY
SECRETARY
20
<PAGE>
P R O X Y
UNUM CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 13, 1994
The undersigned hereby appoints as Proxies, James F. Orr III, Kevin J. Tierney,
and Stephen B. Center, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of UNUM Corporation held of record by the undersigned on March 15,
1994, at the Annual Meeting of Stockholders to be held on May 13, 1994, or any
adjournment thereof.
Election of Directors, Nominees:
Gayle O. Averyt, Kenneth S. Axelson, Gwain H. Gillespie, Cynthia A. Montgomery
and James L. Moody, Jr.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARE UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
<PAGE>
/x/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. IF OTHER MATTERS PROPERLY COME BEFORE THE MEETING,
THE PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.
- --------------------------------------------------------------------------------
For Withheld
1. Election of Directors. (mark only one)
For Against Abstain
2. Proposal to ratify the appointment of Coopers & Lybrand as the independent
auditors of the Corporation.
- --------------------------------------------------------------------------------
- ---------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED TO THE LEFT.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
- ---------------------------------------
- ---------------------------------------
SIGNATURE(S) DATE
