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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
UNUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 01-0405657
(State of incorporation (IRS Employer
or organization) Identification No.)
2211 Congress Street 04122
Portland, Maine (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Name of exchange on
Title of each Class which each class is to
to be so registered to be registered
Preferred Stock New York Stock Exchange, Inc.
Purchase Rights Pacific Exchange Incorporated
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1 of Form 8-A dated March 13, 1992 (as amended through June
21, 1996, the "Form 8-A"), of UNUM Corporation is hereby amended as
follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of Item 1 of the Form 8-A:
On November 22, 1998, UNUM Corporation (the "Company") executed
an amendment (the "Amendment") to the Rights Agreement, dated as of March
13, 1992, as amended (the "Rights Agreement"), between the Company and
First Chicago Trust Company of New York, as Rights Agent. The Amendment
provides that neither Provident Companies, Inc., a Delaware corporation
("Provident"), nor any of its respective Affiliates or Associates will
become an Acquiring Person (as that term is defined in the Rights
Agreement) as a result of the occurrence of any of the following: (i) the
execution of the Agreement and Plan of Merger dated as of November 22,
1998, between the Company and Provident, (the "Merger Agreement"), the
execution of the Stockholders Agreement (as defined in the Merger
Agreement) or the Option Agreements (as defined in the Merger Agreement),
(ii) the announcement of the Merger (as defined in the Merger Agreement),
(iii) the acquisition of Common Stock of the Company pursuant to the
Merger, the Merger Agreement or the Option Agreements or (iv) the
consummation of the Merger or of the other transactions contemplated by the
Merger Agreement, the Stockholders Agreement or the Option Agreements. The
Amendment further provides that, despite the occurrence of any of the
events described under (i), (ii), (iii) or (iv) above, a Distribution Date,
Triggering Event or Stock Acquisition Date (as such terms are defined in
the Rights Agreement) will not occur, no Rights will separate from the
shares of Common Stock or otherwise become exercisable and no adjustment
will be made pursuant to Sections 11 or 13 of the Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment attached hereto as
Exhibit A and incorporated herein by reference, to the Amendment No. 1 to
the Rights Agreement attached as an exhibit to the Form 8-A/A filed on June
21, 1996, and to the Rights Agreement attached as an exhibit to the Form
8-A filed on March 13, 1992, and incorporated herein by reference.
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ITEM 2. EXHIBITS.
Exhibit No. Description
1.* Form of Rights Agreement, dated as of
March 13, 1992, between UNUM
Corporation and First Chicago Trust
Company of New York which includes as
Exhibit B thereto the Form of Rights
Certificate.
2.** First Amendment, dated as of June 19,
1996, to the Rights Agreement.
3. Second Amendment, dated as of November
22, 1998, to the Rights Agreement.
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[*Incorporated by reference to Exhibit 1 to Form 8-A filed March 18, 1992,
File No. 1-09254]
[**Incorporated by reference to Exhibit 2 to Amendment No. 1 to Form 8-A
filed June 21, 1996, File No. 1-09254]
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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 registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 25, 1998 UNUM CORPORATION.
(Registrant)
By: /s/ Robert E. Broatch
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Name: Robert E. Broatch
Title: Senior Vice President &
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
1.* Form of Rights Agreement, dated as of
March 13, 1992, between UNUM
Corporation and First Chicago Trust
Company of New York which includes as
Exhibit B thereto the Form of Rights
Certificate.
2.** First Amendment, dated as of June 19,
1996, to the Rights Agreement.
3. Second Amendment, dated as of November
22, 1998, to the Rights Agreement.
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[*Incorporated by reference to Exhibit 1 to Form 8-A filed March 18, 1992,
File No. 1-09254]
[**Incorporated by reference to Exhibit 2 to Amendment No. 1 to Form 8-A
filed June 21, 1996, File No. 1-09254]
Exhibit 3
UNUM CORPORATION
AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT dated as of November 22,
1998 (this "Amendment") to the Rights
Agreement (the "Rights Agreement") dated as of
March 13, 1992, as amended, between UNUM
Corporation, a Delaware corporation (the
"Company"), and First Chicago Trust Company of
New York, a New York banking corporation (the
"Rights Agent"). All capitalized terms not
otherwise defined herein shall have the
meaning ascribed to such terms in the Rights
Agreement.
WHEREAS the Company and Provident Companies, Inc.,
a Delaware corporation, have proposed to enter into an
Agreement and Plan of Merger to be dated the date hereof (the
"Merger Agreement");
WHEREAS the Company desires to amend the Rights
Agreement to render the Rights inapplicable to the Merger (as
defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement, the Option Agreements
and the Stockholders Agreement (each as defined in the Merger
Agreement);
WHEREAS the Company deems this Amendment to the
Rights Agreement to be necessary and desirable and in the
best interests of the holders of the Rights and has duly
approved this Amendment; and
WHEREAS Section 27 of the Rights Agreement permits
the Company and the Rights Agent at any time before the
Distribution Date to amend the Rights Agreement in the manner
provided herein.
NOW, THEREFORE, the Company and the Rights Agent
amend the Rights Agreement as follows:
Section 1. Amendments to the Rights Agreement.
Section 3(a) of the Rights Agreement is hereby amended to add
the following paragraph at the end thereof:
"Notwithstanding anything in this Rights Agreement
to the contrary, neither Provident Companies, Inc. nor
any of its Affiliates or Associates shall become an
Acquiring Person, either individually or collectively,
no Distribution Date, Triggering Event or Stock
Acquisition Date shall occur, no Rights shall separate
from the shares of Common Stock or otherwise become
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exercisable and no adjustment shall be made pursuant to
Section 11 or 13, in each case solely by virtue of (i)
the announcement of the Merger, (ii) the acquisition of
Common Stock of the Company pursuant to the Merger, the
Merger Agreement or the Option Agreements, (iii) the
execution of the Merger Agreement, the Option Agreements
or the Stockholders Agreement or (iv) the consummation
of the Merger or of the other transactions contemplated
by the Merger Agreement, the Option Agreements or the
Stockholders Agreement.
Section 2. Full Force and Effect. Except as
expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions
thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the law of the
State of Delaware applicable to contracts to be made and
performed entirely within such State.
Section 4. Counterparts. This Amendment may be
executed in two counterparts, each of which shall be deemed
an original, but both of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights
Agent have caused this Amendment to be duly executed as of
the day and year first above written.
UNUM CORPORATION
By: /s/ Wendolyn C. Clarke
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Name: Wendolyn C. Clarke
Title: Assistant Secretary
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FIRST CHICAGO TRUST
COMPANY OF NEW YORK,
as Rights Agent
By: /s/ Charles D. Keryc
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Name: Charles D. Keryc
Title: Vice President
