UNUM CORPORATION
As filed with the Securities and Exchange Commission on June 29, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11 - K
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File Number 33-60124
COLONIAL COMPANIES, INC.
SECURITY SAVER PLAN, AS AMENDED
1200 Colonial Life Boulevard
Columbia, South Carolina 29210
(Full title of the plan and the address of the plan)
UNUM CORPORATION
2211 Congress Street
Portland, Maine 04122
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
Exhibit Index appears on Page 2 of 28
Page 1 of 28
<PAGE>
Contents
Audited Financial Statements, Supplemental Schedules
and Exhibits Pages
Report of Independent Accountants 6
Financial Statements:
1. Statements of Net Assets Available for
Plan Benefits 7
2. Statements of Changes in Net Assets Available
for Plan Benefits 8
3. Notes to Financial Statements 9-17
Supplemental Schedules:
1. Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 18
2. Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994 19-22
Exhibits:
1. Consent of Coopers & Lybrand 23
2. Amendment dated May 25, 1994 to the Colonial
Companies, Inc. Security Saver Plan, as Amended
and Restated 24-28
Note: Report of Independent Accountants, Financial Statements
and Supplemental Schedules filed via FORM SE.
Page 2 of 28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Committee of the Colonial Companies, Inc. Security Saver Plan,
As Amended, has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
COLONIAL COMPANIES, INC.
SECURITY SAVER PLAN, AS AMENDED
June 28, 1995 By: /s/ Robert E Staton
Robert E. Staton
Member of the Retirement Committee
Page 3 of 28
<PAGE>
Exhibit 1
Consent of Coopers & Lybrand
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33-60124) pertaining to the Colonial Companies, Inc. Security
Saver Plan, as amended, of our report dated May 11, 1995, with respect to the
financial statements and schedules of the Colonial Companies, Inc. Security
Saver Plan, as amended, included in this Annual Report (Form 11-K) for the
year ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P
Charlotte, North Carolina
May 11, 1995
Page 23 of 28
<PAGE>
Exhibit 2
STATE OF SOUTH CAROLINA )
) FIFTH AMENDMENT
COUNTY OF RICHLAND )
THIS AMENDMENT, made as of the 25th day of May, 1994, by
COLONIAL COMPANIES, INC., (the "Company"),
WITNESSETH:
WHEREAS, the Company maintains the Colonial Companies, Inc.
Security Saver Plan as amended and restated as of January 1, 1989
(the "Plan") for the benefit of its eligible employees; and
WHEREAS, the Plan has not been amended to comply with the
Unemployment Compensation Amendments of 1992 and the Omnibus Budget
Reconciliation Act of 1993 and the Company has been advised that certain
changes are necessary to comply with this legislation; and
WHEREAS, in the opinion of the Board of Directors, the provisions of
the Plan should be amended so as to grant credit for certain service with UNUM
Corporation for participation and vesting purposes under this Plan to
employees who transfer from UNUM Corporation to the Company; and
WHEREAS, in Section 12.1 of the Plan, the Company reserved the
right by action of its Board of Directors to amend the Plan;
NOW, THEREFORE, for the purposes aforesaid, the Company covenants
and agrees that the Plan shall be amended as follows:
1. Effective January 1, 1994, Section 2.1(c) shall be deleted and the
following inserted in its place:
(c) Adjusted Compensation. Adjusted Compensation shall mean the total
earnings paid to a Participant by the Company during a Plan Year
reported or reportable on U.S. Treasury Department Wage and Tax
Statement Form W-2 or other similar form required for such purposes,
and increased by any amounts excluded from income pursuant to
Sections 125, 402(a)(8) and 402(h)(1)(B) of the Code.
Adjusted Compensation for each Employee in excess of the limit
prescribed in Section 401(a)(17) of the Code ($150,000 as adjusted by
any cost of living adjustment) shall not be recognized.
2. Effective January 1, 1994, the second paragraph of Section 2.1(n) shall be
deleted and the following inserted in its place:
Page 24 of 28
<PAGE>
Compensation for each Employee in excess of the limit prescribed in
Section 401(a)(17) of the Code ($150,000 as adjusted by any cost of
living adjustment) shall not be recognized.
3. Effective June 1, 1994, Section 3.1 shall be deleted and the following
inserted in its place:
3.1 Date of Participation. (a) Each Employee shall be eligible
to participate on the Entry Date coincident with or next following the
date that the Employee has completed one Year of Eligibility Service and
has attained age 21, provided such Employee continues to be paid on a
salaried basis and is not entitled to receive any form of vested
commissions as defined by the Company (except regional, managing
regional and zone directors).
(b) The following rules will be applied for determining
eligibility to participate under this section to Employees who transfer
to the Company from UNUM Corporation: (1) "Hours of Service" shall
include each hour for which an Employee was paid, or entitled to payment,
for the performance of duties with UNUM Corporation or the Company during
the applicable computation period; (2) "Year of Eligibility Service"
shall be determined using both UNUM Corporation and the Company as the
employer; and (c) "Severance from Service" shall be determined by using
both UNUM Corporation and the Company as the Employer.
4. Effective January 1, 1994, Section 4.5(b)(1)(A) shall be deleted and the
following inserted in its place:
(A) The combined actual deferred ratio for the family group (which shall
be treated as one Highly Compensated Employee) shall be determined by
aggregating Tax-Deferred Contributions and Adjusted Compensation of all
eligible Family Members (including Highly Compensated Employees).
However, in applying the limit contained in Section 401(a)(17) of the
Code to Adjusted Compensation, Family Members shall include only the
affected Employee's spouse and any lineal descendants who have not
attained age 19 before the close of the Plan Year.
5. Effective January 1, 1994, Section 4.10(b)(1)(A) shall be deleted and the
following inserted in its place:
(A) The combined actual contribution ratio for the family group (which shall
be treated as one Highly Compensated Employee) shall be determined by
aggregating Company Matching Contributions and Adjusted Compensation of all
eligible Family Members (including Highly Compensated Employees). However, in
applying the limit contained in Section 401(a)(17) of the Code to Adjusted
Compensation, Family Members shall include only the affected employee's spouse
and any lineal descendants who have not attained age 19 before the close of
the Plan Year.
Page 25 of 28
<PAGE>
6. Effective June 1, 1994, Section 7.3(c)(2) shall be deleted and the
following inserted in its place:
(2) Hours of Service with the Company will include service with any
Affiliate for the period in which the companies are related.
Notwithstanding the previous sentence, Hours of Service with the Company
will include all service with UNUM Corporation. Service will also be
counted for organizations that are part of an affiliated service group
under Section 414(m) of the Code. For purposes of vesting, subject to the
exceptions of Section 411(a)(4) of the Code, any service with a
predecessor company will be credited toward an Employee's Years of
Service.
7. Effective January 1, 1993, Article 7 is amended by inserting a new Section
7.9 which shall read:
7.9 Direct Rollover. (a) For distributions made after December 31, 1992, a
Participant may elect, at the time and in the manner prescribed by the
Retirement Committee, to have any portion of his Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Participant in his direct rollover designation. For purposes of this
subsection, a Participant includes a Participant's surviving spouse and
the Participant's spouse or former spouse who is an alternative payee
under a qualified domestic relations order.
(b) The following definitions apply to this subsection: F
(1) Eligible Rollover Distribution. An Eligible Rollover Distribution is
any distribution of all or any portion of the balance to the credit of
the Participant, except an Eligible Rollover Distribution does not
include: any distribution which is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the Participant or the joint lives (or joint life
expectancies) of the Participant and the Participant's designated
beneficiary, or for a specific period of ten years or more; any
distribution to the extent required under Code 401(a)(9); and the portion
of any distribution which is not includable in gross income (determined
without regard to the exclusion of net unrealized appreciation with
respect to employer securities).
(2) Eligible Retirement Plan. An Eligible Retirement Plan is an
individual retirement account described in Code 408(a), an individual
retirement annuity described in Code 408(b), an annuity plan described
in Code 403(a), or a qualified trust described in Code 401(a) which
accepts the Participant's Eligible Rollover Distribution. However, in the
case of an Eligible Rollover Distribution to the surviving spouse, an
Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.
8. Effective June 1, 1994, Article 7 is amended by inserting a new Section
7.10 which shall read:
7.10 Waiver of Thirty (30) Day Notice Period. (A) If a distribution is
one to which sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after the notice required
under section 1.411(a)c11(c) of the Income Tax Regulations is given,
provided that:
Page 26 of 28
<PAGE>
(1) the Retirement Committee or its designee clearly informs the
Participant that the Participant has a right to a period of at
least 30 days after receiving the notice to consider the decision
of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) the Participant, after receiving the notice, affirmatively
elects a distribution.
Page 27 of 28
<PAGE>
IN WITNESS WHEREOF, the Company has caused the amendment to be executed by
their duly authorized officers as of the date and year first above written.
WITNESSES: COLONIAL COMPANIES, INC.
By: /s/ James F. Orr III
/s/ L. Kennedy Boggs James F. Orr III
L. Kennedy Boggs
Secretary President
(Title)
Page 28 of 28
