Registration No.33-31270
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 01-0405657
(State or other jurisdiction of (I.R.S. Identification No.)
incorporation or organization)
2211 Congress Street, Portland, Maine 04122
(Address of Principal Executive Offices) (Zip Code)
UNUM EMPLOYEES RETIREMENT SAVINGS PLAN AND TRUST
and
COLONIAL COMPANIES, INC. SECURITY SAVER PLAN
(Full title of plans)
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Kevin J. Tierney, Senior Vice President and Secretary
UNUM CORPORATION
2211 Congress Street
Portland, Maine 04122
(Name and address of agent for service)
(207) 770-2211
(Telephone number, including area code, of agent for
service)
AMENDMENT TO REGISTRATION STATEMENT NO. 33-31270;
INCORPORATION OF REGISTRATION STATEMENT NO. 33-60124 BY
REFERENCE
Form S-8 Registration Statement No. 33-31270, relating to the
UNUM Employees Retirement Savings Plan and Trust (the "UNUM
Plan"), was originally filed October 4, 1989 and subsequently
amended October 23, 1989. Such Registration Statement as so
amended (this "Registration Statement") is hereby further
amended for the following purposes:
1. Pursuant to Rule 429, to include the Colonial
Companies, Inc. Security Saver Plan (the "Colonial Plan")
within this Registration Statement. Form S-8 Registration
Statement No. 33-60124, originally filed March 26, 1993 (the
"Colonial Registration Statement"), is hereby incorporated by
reference into this Registration Statement, subject to the
amended information set forth below.
2. To include certain material amendments to the UNUM
Plan and the Colonial Plan as exhibits to this Registration
Statement. Effective January 1, 1997, the Colonial Plan will
be merged with the UNUM Plan, and the separate existence of
the Colonial Plan will thereby terminate as of such date.
The UNUM Plan will continue in existence following the
merger, as set forth in the amended and restated UNUM
Employees Retirement Savings Plan, filed herewith.
3. To delete the UNUM Plan prospectus previously filed
as Part I of this Registration Statement. Prospectus
materials are being distributed to persons eligible to
participate in the UNUM Plan but, as currently permitted by
Form S-8, such materials are not being filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
With regard to the UNUM Plan, Part II of this Registration
Statement is amended to include the information set forth
below. With regard to the Colonial Plan, no amendment is
made to Part II of Registration Statement No. 33-60124.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Annual Report of UNUM Corporation (the
"Company") on Form 10-K for the year ended December 31, 1995.
2. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since December 31,
1995.
3. The description of the Company's Common Stock
contained in the registration statement filed with the
Securities and Exchange Commission under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
The UNUM Plan hereby incorporates by reference its Annual
Report on Form 11-K for the year ended December 31, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (and,
in the case of the UNUM Plan, all documents subsequently
filed by such plan pursuant to Section 15(d) of the Exchange
Act) prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein by the
Company (or the UNUM Plan, as the case may be) and to be a
part hereof from the date of filing of such document.
Item 6. Indemnification of Directors and Officers.
See Item 6 of the Registration Statement 33-60124,
incorporated herein by reference.
Item 8. Exhibits.
See the attached Index to Exhibits.
Item 9. Undertakings.
See Item 9 of Registration Statement No. 33-60124,
incorporated herein by reference.
SIGNATURES
THE REGISTRANT. 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
Post-Effective Amendment to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Maine, on
December 19, 1996.
UNUM CORPORATION
By: /s/ James F. Orr III
James F. Orr III, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to Registration Statement has
been signed by the following persons in the capacities and on
the date(s) indicated.
Signature Title Date
/s/ James F. Orr III Chairman of the Board, December 19, 1996
James F. Orr III President, and Chief
Executive Officer
/s/ Robert W. Crispin Executive Vice December 19, 1996
Robert W. Crispin President and Chief
Financial Officer
/s/ Stephen D. Roberts Vice President and December 19, 1996
Stephen D. Roberts Corporate Controller
* Director December 13, 1996
Gayle O. Averyt
* Director December 13, 1996
Robert E. Dillon, Jr.
* Director December 13, 1996
Gwain H. Gillespie
* Director December 13, 1996
Ronald E. Goldsberry
Donald W. Harward Director
* Director December 13, 1996
George J. Mitchell
Director
Cynthia A. Montgomery
* Director December 13, 1996
James L. Moody, Jr.
* Director December 13, 1996
Lawrence R. Pugh
* Director December 13, 1996
Lois Dickson Rice
* Director December 13, 1996
John W. Rowe
* 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: December 20, 1996
THE PLANS. Pursuant to the requirements of the Securities
Act of 1933, each Plan has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Portland, State of Maine, on the date(s) indicated.
UNUM EMPLOYEES RETIREMENT
SAVINGS
PLAN AND TRUST
By: *
Eileen C. Farrar, Trustee
Date: December 17, 1996
COLONIAL COMPANIES, INC.
SECURITY SAVER PLAN
By: *
Paul H. Clifton, Jr.
Member of the Retirement
Committee
Date: December 16, 1996
* 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: December 20, 1996
INDEX TO EXHIBITS
Number Description Method of Filing
4.1 UNUM Employees Retirement Savings Filed herewith
Plan and Trust, as amended and
restated effective January 1, 1994
4.1A First Amendment to UNUM Employees Filed herewith
Retirement Savings Plan and Trust,
effective September 15, 1995
4.1B Second Amendment to UNUM Employees Filed herewith
Retirement Savings Plan and Trust,
effective September 15, 1995
4.1C Amended and Restated Trust Filed herewith
Agreement for the UNUM Plan,
effective October 1, 1995
4.1D First Amendment to the Trust Filed herewith
Agreement Under the UNUM
Employees Retirement Savings
Plan and Trust and the
Duncanson& Holt, Inc. Employee
Profit Participation and
Savings Plan
4.1E Form of UNUM Employees Retirement Filed herewith
Savings Plan, amended and restated
effective January 1, 1997
4.2 Colonial Companies, Inc. Security Filed as Exhibit
Saver Plan 4 to
Statement
No. 33-60124 and
incorporated
herein by
reference
4.3 Certificate of Incorporation of Filed as Exhibit
UNUM Corporation, as amended 3.1 to
the Registrant's
Annual
Report on Form
10-K dated
March 25, 1992
and
incorporated
herein by
reference
4.4 By-laws of UNUM Corporation Filed as Exhibit
3.2 to
the Registrant's
Annual
Report on Form
10-K dated
March 25, 1992
and
incorporated
herein by
reference
4.5 Rights Agreement, dated as of Filed as Exhibit
March 13, 1992, between UNUM 4 to
Corporation and First Chicago the Registrant's
Trust Company of New York, as Current
Rights Agent Report on Form 8-K
March 18, 1992
and incorporated
herein by
reference
4.5A First Amendment to Rights Filed as Exhibit
Agreement, dated as of June 19, 2 to the
1996 Registrant's
Amendment
No. 1 to Form 8-A
dated
June 21, 1996 and
incorporated
herein by
reference
5 Opinion of Counsel regarding the Filed as Exhibit
UNUM Plan 5 to
Registration
Statement No.
33-31270 and
incorporated
herein by
reference
15 Acknowledgment of Independent Filed herewith
Accountants
23.1 Consent of Independent Filed herewith
Accountants
23.2 Consent of Counsel Included in
Exhibit 5
24 Powers of Attorney Filed herewith