As filed with the Securities and Exchange Commission on March 18, 1994.
Registration No. 33-_________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________
UNUM CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 01-0405657
(State of incorporation) (I.R.S. Employer Identification No.)
2211 Congress Street
Portland, Maine 04122
(Address of Principal Executive Office) (Zip Code)
_______________________
UNUM CORPORATION
1990 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
KEVIN J. TIERNEY, Esquire
Secretary
UNUM CORPORATION
2211 Congress Street
Portland, Maine 04122
(207) 770-4363
(Name, address and telephone number of agent for service)
____________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Aggregate Aggregate Amount of
To Be To Be Offering Offering Registration
Registered Registered Price Per Share (1) Price (1) Fee
____________________________________________________________________________
Common Stock 3,300,000 $56.938 $187,895,400.00 $64,791.97
$.10 Par
Value
<PAGE>
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
maximum aggregate offering price was calculated, for the shares of common
stock that may be purchased under the Plan, based on the average of the high
and low prices of such common stock as reported on the New York Stock
Exchange on March 16, 1994.
<PAGE>
AMENDMENTS TO THE 1990 LONG-TERM STOCK INCENTIVE PLAN
The Plan was amended to provide for the following changes:
Date of
Amendment Purpose of Amendment
12/13/90 To add sub-section 12(k) which authorizes the
Committee to grant Awards to eligible
Participants relative to surrendering of
existing rights under this or other Employer
benefit plan.
2/14/92 To reflect the two-for-one split of the
Corporation's Common Stock, which was approved
by the Corporation's Board of Directors on
2/14/92 with a payment date of the split of
3/9/92.
9/11/92 To allow Optionees to elect to pay the exercise
price and taxes due for Options by having the
shares of Common Stock to be issued by the
Corporation to be sold by a broker in a manner
that meets the requirements of 12 C.F.R.
Section 220.
3/12/93 To increase the maximum number of shares of
Common Stock which may be issued pursuant to the
Plan from 3,500,000 to 6,800,000.
This information has been updated by way of a new supplement to the
prospectus. A copy of the 1990 Long-Term Stock Incentive Plan was filed as
Exhibit 4 in the Registration Statement previously filed with the Securities
and Exchange Commission on December 14, 1990, as Registration No. 33-38225.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in the Registration Statement with the Securities
and Exchange Commission on December 14, 1990, as Registration No. 33-38225,
is incorporated herein by reference.
8. Exhibits
Exhibit No. Description
5 Opinion of Counsel
15 Acknowledgments of Independent
15.1 Accountants
23 Consent of Independent Accountants
24 Power of Attorney
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Portland, Maine, on the 18th day of March, 1994.
UNUM Corporation
By: /s/ James F. Orr III
James F. Orr III, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the date indicated.
Signature Title Date
/s/ Rodney N. Hook Chief Financial Officer March 18, 1994
Rodney N. Hook
/s/ Stephen D. Roberts Vice President and March 18, 1994
Stephen D. Roberts Controller
* Director March 18, 1994
Gayle O. Averyt
* Director March 18, 1994
Kenneth S. Axelson
* Director March 18, 1994
Robert E. Dillon, Jr.
* Director March 18, 1994
Gwain H. Gillespie
* Director March 18, 1994
Ronald E. Goldsberry
<PAGE>
Signature Title Date
* Director March 18, 1994
Donald W. Harward
* Director March 18, 1994
Cynthia A. Montgomery
* Director March 18, 1994
James L. Moody, Jr.
* Director March 18, 1994
Lawrence R. Pugh
* Director March 18, 1994
Lois Dickson Rice
* Director March 18, 1994
John W. Rowe
* Director March 18, 1994
Robert L. Swiggett
* John-Paul DeRosa, by signing his name hereto, does sign this document
on behalf of the person indicated above pursuant to a power of attorney
duly executed by such person and filed as an exhibit to this Registration
Statement.
/s/ John-Paul DeRosa
John-Paul DeRosa
Assistant Secretary
Attorney-in-Fact
Dated: March 18, 1994
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5 Opinion of Counsel 8
15 Acknowledgment of Independent 9
15.1 Accountants 10
23 Consent of Independent Accountants 11
24 Power of Attorney 12
<PAGE>
EXHIBIT 5
March 18, 1994
UNUM Corporation
2211 Congress Street
Portland, ME 04122
Gentlemen:
As counsel and Secretary for UNUM Corporation, a Delaware corporation (the
"Company"), I am familiar with the company's 1990 Long-Term Stock Incentive
Plan (the "Plan") and the registration under the Securities Act of 1933 on
Form S-8 of the 3,300,000 shares of Common Stock, $.10 par value per share,
of the Company (the "Shares") reserved for issuance under the Plan.
Based upon my examination of the Plan and such other documents as I have
deemed relevant hereto, I am of the opinion that the Shares, when issued and
paid for pursuant to the Plan, will be validly issued and outstanding, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit no. 5 to the
Registration Statement on Form S-8 relating to the Shares and the Plan.
Very truly yours,
/s/ Kevin J. Tierney
Kevin J. Tierney
General Counsel
<PAGE>
EXHIBIT 15
ERNST & YOUNG LETTERHEAD
March 17, 1994
To the Directors and Stockholders
UNUM Corporation
Portland, Maine
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of UNUM Corporation pertaining to the 1990 Long-Term Stock
Incentive Plan of UNUM Corporation, of our reports dated April 28, 1993 and
July 23, 1993 relating to the unaudited consolidated interim financial
statements of UNUM Corporation and subsidiaries which are included in its
Forms 10-Q for the quarters ended March 31, 1993 and June 30, 1993.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.
<PAGE>
EXHIBIT 15.1
COOPERS & LYBRAND LETTERHEAD
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We are aware that our report dated October 22, 1993 on our review of interim
financial information of UNUM Corporation for the three-month and nine-
month periods ended September 30, 1993, and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in the Registration Statement (Form S-8) pertaining to the 1990
Long-Term Stock Incentive Plan of UNUM Corporation. Pursuant to Rule 436(c)
under the Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by accountants
within the meaning of Section 7 and 11 of that Act.
March 18, 1994
<PAGE>
EXHIBIT 23
ERNST & YOUNG LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of UNUM Corporation on Form S-8 pertaining to the 1990 Long-Term Stock
Incentive Plan of UNUM Corporation of our report dated March 26, 1993, with
respect to the supplemental consolidated financial statements and schedules
of UNUM Corporation and subsidiaries included in the Current Report (Form
8-K) dated September 21, 1993, filed with the Securities and Exchange
Commission.
March 17, 1994
Boston, Massachusetts
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his true
and lawful attorneys-in-fact and agents, each acting alone, with full powers
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities to sign a Registration Statement on Form S-8
pursuant to the Securities Act of 1933 in order to register an additional
3,300,000 shares of the Corporation's Common Stock under said Act for
issuance under the Corporation's 1990 Long-Term Stock Incentive Plan, and any
or all amendments to such Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Witness our signatures on the date set forth below:
Signature Title Date
/s/ Gayle O. Averyt Director December 9, 1993
Gayle O. Averyt
/s/ Kenneth S. Axelson Director December 9, 1993
Kenneth S. Axelson
/s/ Robert E. Dillon, Jr. Director December 9, 1993
Robert E. Dillon, Jr.
/s/ Gwain H. Gillespie Director December 9, 1993
Gwain H. Gillespie
<PAGE>
Signature Title Date
/s/ Ronald E. Goldsberry Director December 9, 1993
Ronald E. Goldsberry
/s/ Donald W. Harward Director December 9, 1993
Donald W. Harward
/s/ Cynthia A. Montgomery Director December 9, 1993
Cynthia A. Montgomery
/s/ James L. Moody, Jr. Director December 9, 1993
James L. Moody, Jr.
/s/ Lawrence R. Pugh Director December 9, 1993
Lawrence R. Pugh
/s/ Lois Dickson Rice Director December 9, 1993
Lois Dickson Rice
/s/ John W. Rowe Director December 9, 1993
John W. Rowe
/s/ Robert L. Swiggett Director December 9, 1993
Robert L. Swiggett
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