SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2001
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UNUMPROVIDENT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 01-11834 62-1598430
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 Fountain Square 2211 Congress Street
Chattanooga, Tennessee 37402 Portland, Maine 04122
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(Address, including zip code, of principal executive office)
(423) 755-1011
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On March 9, 2001, we issued $575,000,000 of 7.625% senior notes in a public
offering. We sold the senior notes pursuant to an Underwriting Agreement and
related Pricing Agreement, each dated as of March 2, 2001, by and among us, Banc
of America Securities LLC, Salomon Smith Barney Inc. and certain other
underwriters set forth on Schedule I of the Pricing Agreement. The Underwriting
Agreement together with the Pricing Agreement is included in this report as
Exhibit 1.1. We received $568,588,750 in proceeds from the sale of the senior
notes.
The senior notes mature on March 1, 2011, and were issued under a Senior
Debt Indenture, which we entered into with The Chase Manhattan Bank, as Trustee,
on March 9, 2001, and a First Supplemental Indenture, which we entered into with
The Chase Manhattan Bank, as Trustee, on March 9, 2001. The First Supplemental
Indenture, which contains the form of the senior notes is included in this
report as Exhibit 4.18.
Item 7. Financial Statements and Exhibits.
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Exhibit
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1.1 Underwriting Agreement for Senior Debt Securities.
4.6 Form of Senior Debt Security (included in Exhibit 4.18).
4.18 First Supplemental Indenture to Senior Debt Securities Indenture.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNUMPROVIDENT CORPORATION
(Registrant)
By: /s/ F. Dean Copeland
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F. Dean Copeland
Executive Vice President - Legal and
Administrative and General Counsel
Date: March 14, 2001
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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1.1 Underwriting Agreement
for Senior Debt Securities
4.6 Form of Senior Debt Security
(included in Exhibit 4.18)
4.18 First Supplemental Indenture
to Senior Debt Securities Indenture