SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A /A-No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNUM CORPORATION
(Exact name of registrant 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 offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange Incorporated
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Registration of
Certain Classes of Securities Pursuant to Section 12(b) of the Securities
Exchange Act of 1934 on Form 8-A filed March 18, 1992, as set forth
below:
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Item 1. Description of Securities to be Registered.
The following paragraph shall be added to Item 1:
On June 11, 1996, a Schedule 13G amendment was filed with the
Securities and Exchange Commission indicating that the filer thereof
(the "13G Filer") had acquired beneficial ownership of more than 10%
of the outstanding shares of Common Stock. On June 19, 1996, UNUM
and the Rights Agent entered into a First Amendment, dated as of June
19, 1996, (the "First Amendment"), to the Rights Agreement. The First
Amendment, which is attached hereto and is incorporated herein by
reference, provides that if the Board of Directors of UNUM determines
that any person who would otherwise be an Acquiring Person has
become such inadvertently, then such person will not become an
Acquiring Person if certain conditions are satisfied, including divestiture
by the person of beneficial ownership of the shares of Common Stock
that would have otherwise caused such person to become an Acquiring
Person. The Board of Directors of UNUM has determined that the 13G
Filer, who would otherwise have become an Acquiring Person because
of its acquisition of more than 10% if the outstanding shares of
Common Stock, had become such inadvertently, and will not become an
Acquiring Person if it reduces its beneficial ownership of Common
Stock to less than 10% of the outstanding shares of Common Stock by
September 12, 1996.
Item 2. Exhibits.
The following exhibit shall be added to Item 2:
2. First Amendment, dated as of June 19, 1996, to the Rights
Agreement, filed as of March 18, 1992, between UNUM Corporation
and First Chicago Trust Company of New York.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amended
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNUM Corporation
(Registrant)
Date: June 21, 1996 By:_____________________
Name: Kevin J. Tierney
Title: Senior Vice President
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FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of June 19, 1996, (this
"Amendment"), to the Rights Agreement, dated as of March 13, 1992,
(the "Rights Agreement"), between UNUM Corporation, a Delaware
corporation (the "Company"), and First Chicago Trust Company of
New York, a New York banking corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent deem it
desirable to amend the Rights Agreement in accordance with Section 27
of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and this
Amendment, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is amended to read
in its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of 10% or more of the shares of Common
Stock then outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company or (iv) any Person or
entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan; provided, however, that a
Person shall not become an Acquiring Person if such Person, together
with its Affiliates and Associates, shall become the Beneficial Owner (as
such term is hereinafter defined) of 10% or more of the shares of
Common Stock then outstanding as a result of a reduction in the
number of shares of Common Stock outstanding due to the repurchase
of shares of Common Stock by the Company, unless and until such time
as such Person shall purchase or otherwise become (as a result of
actions taken by such Person or its Affiliates or Associates) the
Beneficial Owner of additional shares of Common Stock constituting
1% or more of the shares of Common Stock then outstanding.
Notwithstanding the foregoing, if (i) the Board of Directors of the
Company determines in its sole discretion (which determination shall be
conclusive) that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, (ii) such determination is
made prior to the Close of Business on the tenth day after the Stock
Acquisition Date that would occur as a result of the Acquiring Person
becoming such but for the provisions of this sentence and (iii) such
Person reduces its Beneficial Ownership of shares of Common Stock to
less than 10% of the shares of Common Stock then outstanding as
promptly as practicable but in any event within
30 days after the date of such determination (or such other number of
days after the date of such determination as may be specified by the
Board of Directors of the Company in such determination) and complies
with any additional conditions imposed by the Board of Directors of the
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Company as specified in such determination, then such Person shall not
be deemed to be an "Acquiring Person" for any purpose of this
Agreement and no "Stock Acquisition Date" shall be deemed to occur
or have occurred by reason of such Person's original inadvertent
acquisition of Beneficial Ownership of 10% or more of the shares of
Common Stock then outstanding.
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2. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby
and the legend provided for in Section 3(c) of the Rights Agreement and
the Form of Rights Certificates set forth in Exhibit B to the Rights
Agreement shall be modified as appropriate to give effect to this
Amendment.
3. This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two counterparts,
each of which shall be deemed an original, but both of which together
shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate seals to
be hereunto affixed, all as of the day and year first above written.
UNUM CORPORATION
Attest:
By /s/ Kevin J. Tierney By /s/ Robert W. Crispin
Name: Kevin J. Tierney Name: Robert W. Crispin
Title: Secretary Title: Executive Vice President &
Chief Financial Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Attest:
By /s/ John Piskadlo By /s/ Charles D. Keryc
Name: John Piskadlo Name: Charles D. Keryc
Title: Assistant Vice President Title: Vice President
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