================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or
(S) 240.14a-12
PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
-------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608-1928
TELEPHONE: 508-799-4441
NOTICE OF ANNUAL MEETING
TO BE HELD ON MARCH 28, 2002
The Annual Meeting of variable annuity contract owners of The Paul Revere
Variable Annuity Insurance Company will be held at the Home Office of the
Company, 18 Chestnut Street, Worcester, Massachusetts, at 10:00 a.m., Eastern
Time, Thursday, March 28, 2002. The purpose of the meeting is to consider and
act upon the following:
1. To elect (1) member to the Board of Managers in accordance with the Rules and
Regulations;
2. To ratify or reject the appointment of Ernst and Young LLP as independent
auditors for the Accumulation Fund for 2002, and
3. To transact any other business which may properly be brought before the
meeting.
The number of votes which may be cast is indicated on each proxy and was
determined on the basis of variable accumulation and annuity units credited
under a contract funded by the Accumulation Fund as of February 22, 2002 which
is also the record date for determining those having the right to notice of and
to vote at the meeting. Individuals other than the contract owner who have a
vested interest under a contract issued to fund a pension, profit-sharing or
other arrangement have the right to instruct the contract owner with respect to
the votes attributable to such interest, or, if they are annuitants receiving
payments or are participants under a group tax deferred variable annuity
contract for employees of a public school system or of a charitable organization
described in Section 501(c)(3) of the Internal Revenue Code, to vote directly.
Contract owners, annuitants, and participants under group tax deferred contracts
are requested to return their proxies promptly to The Paul Revere Variable
Annuity Insurance Company through its proxy solicitor, Management Information
Services Corp. Proxies may be withdrawn at any time before the meeting by
returning a written revocation or a duly executed proxy bearing a later date. A
proxy may also be withdrawn in the event of personal attendance at the meeting.
Other holders of vested interests under variable annuity contracts are requested
to forward their proxies promptly to the contract owner. Such other holders may
also withdraw their proxies at any time before they are exercised by returning a
written revocation to the contract owner.
March 7, 2002
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, IT IS VERY IMPORTANT THAT YOU
COMPLETE AND RETURN YOUR PROXY PROMPTLY TO ASSURE THE PRESENCE OF A QUORUM. YOU
MAY WITHDRAW YOUR PROXY IN THE EVENT OF YOUR PERSONAL ATTENDANCE AT THE MEETING.
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
18 CHESTNUT STREET
WORCESTER, MASSACHUSETTS 01608-1528
TELEPHONE: 508-799-4441
PROXY STATEMENT
This proxy statement, which is being mailed on or about March 7, 2002, is
furnished in connection with the solicitation by the Board of Managers of The
Paul Revere Variable Annuity Contract Accumulation Fund (the "Fund"), a separate
account of The Paul Revere Variable Annuity Insurance Company ("PRV"), an
indirect wholly owned subsidiary of UnumProvident Corporation ("UnumProvident")
of proxies in the accompanying form for the purposes of the March 28, 2002
Annual Meeting as set forth in the accompanying Notice of Annual Meeting (the
"Notice"). The Annual Report of the Fund for the year ended December 31, 2001
was previously forwarded. A copy of the Annual Report of the Fund may be
obtained without charge from PRV by writing to Susan N. Roth, The Paul Revere
Variable Annuity Contract Accumulation Fund, 1 Fountain Square, Chattanooga,
Tennessee 37402 or by calling (800) 821-1693.
A proxy may be revoked at any time before it is exercised by filing a written
revocation or a duly executed proxy bearing a later date with the person with
whom the proxy was filed. A proxy shall be suspended if the person entitled to
vote at the meeting is present and elects to vote in person.
It is the intention of the persons named in the proxy, unless otherwise
specifically instructed in the proxy, to vote in favor of the matters described
in the Notice and this Proxy Statement, and in their discretion on other matters
properly coming before the meeting.
Management Information Services Corp. has been retained by PRV to solicit
proxies by mail. The cost of soliciting proxies, which is expected to be
nominal, will be borne by PRV. In addition to solicitation by mail, certain
directors and officers of PRV or members of the Board of Managers of the Fund
may solicit proxies in person or by telephone. No officer or manager of the Fund
receives compensation or reimbursement from the Fund for such solicitation.
On February 22, 2002, there were 767,638,656 variable accumulation and annuity
units outstanding (collectively, variable accumulation and annuity units will
hereinafter be referred to as "Units"), each of which is entitled to one vote.
Fractional Units will be voted on a pro rata basis. Only variable annuity
contract owners, annuitants and participants under group tax deferred variable
annuity contracts (collectively, such variable annuity contract owners,
annuitants, and participants will hereinafter be referred to as "contract
owners") are entitled to vote at the meeting but others having a vested interest
under a pension, profit-sharing or other plan or arrangement have the right to
instruct the owner of the contract with respect to the votes attributable to
Units representing such interests. Such instruction may be given by promptly
forwarding the executed proxy to the owner of the contract. The interest
represented by the proxy will be voted in accordance with the instructions on
the proxy if the proxy is promptly executed and returned. The Board of Managers
of the Fund has fixed February 22, 2002 as the record date (the "Record Date")
for determination of the contract owners entitled to receive notice of and to
vote at the Meeting and the number of votes to which such persons are entitled.
For purposes of the Meeting, a quorum is the presence in person or by proxy of
the lesser of one hundred variable annuity contract owners entitled to vote or
variable annuity contract owners entitled to vote ten percent of the Units. A
quorum being present, the adoption or rejection of the matters specified in the
Notice will be decided with respect to each series of the Fund by the vote of a
majority of the Units voted of each series.
-1-
CONTRACT OWNERS PROPOSALS
Contract owners' proposals for action at the next annual meeting must be
received by Management at its principal office by January 31, 2003. No contract
owners' proposals were received for this year's meeting.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, the members of the Board of Managers of the Fund and the
directors and principal officers of PRV, as a group, through their ownership of
individual variable annuity contracts, owned beneficially and of record no
Units.
The following Contractowners beneficially owned more than 5% of the units in the
Separate Account as of the record date, February 22, 2002:
Number of Units
Name Address Beneficially Owned Percent
- ---- ------- ------------------ -------
The Paul Revere 18 Chestnut Street 452,340.197 58.93
Pension Plan Worcester, MA 01608
Guenther E. Herpfer 60 Tupelo Road 38,512.545 5.02
Swampscott, MA 02159
INFORMATION CONCERNING THE FUND, PRV AND THE ADMINISTRATOR
The Fund is an open-end, diversified investment company registered under the
Investment Company Act of 1940 ("1940 Act") and is the separate account through
which PRV sets aside, separate and apart from its general assets, assets
attributable to its variable annuity contracts.
PRV is a stock life insurance company organized under Massachusetts General Laws
and is a wholly-owned subsidiary of The Paul Revere Life Insurance Company
("PRL"), a Massachusetts corporation, which is indirectly wholly owned by
UnumProvident. The principal office of PRV is at 18 Chestnut Street, Worcester,
Massachusetts. PRV's principal business is the sale and administration of life
and annuity insurance policies. PRV serves as insurer and principal underwriter
and as an investment adviser to the Fund under the Advisory Agreement. PRV is
registered with the Securities and Exchange Commission as an investment adviser
and as a broker-dealer.
PRV has historically also served as administrator of the Separate Account. On
May 8, 1998, the Board of Managers approved a Separate Account Administrative
Services Agreement, dated May 15, 1998, between PRV and The Variable Annuity
Life Insurance Company ("VALIC"), whereby VALIC became the Administrator of the
Separate Account. The principal office of VALIC is at 205 East 10th Street,
Amarillo, Texas. The change in administrator did not result in any changes in
administration and sales fees. On a periodic basis, the Administrator reports to
the Board of Managers on the Separate Account and on the services provided
pursuant to the Agreement.
INFORMATION CONCERNING MFS INSTITUTIONAL ADVISORS, INC.
MFS Institutional Advisors, Inc. ("MFSI"), formerly MFS Asset Management, Inc.,
is a Delaware corporation with its principal offices at 500 Boylston Street,
Boston, Massachusetts 02116. MFSI, together with its parent corporation,
Massachusetts Financial Services Company ("MFS") and its predecessor
organizations, have a history of money management dating from 1924. MFSI is
directly owned by Sun Life of Canada (US) Financial Services Holdings, Inc.,
which is in turn owned by Sun Life Assurance Company of Canada - US
-2-
Operations Holdings, Inc., which in turn is owned by Sun Life Assurance Company
of Canada, which is in turn owned by Sun Life Financial Services of Canada, Inc.
As of December 31, 2001, MFS and its subsidiaries including MFSI, had over
$137.2 billion in assets under management, which included over $34.3 billion in
assets managed by MFSI.
MFSI serves as investment advisor to substantial private and institutional
accounts. MFS serves as investment advisor to certain mutual fund and insurance
company separate accounts. The mutual funds in separate accounts are registered
as investment companies under the Investment Company Act of 1940. Each of the
separate accounts is established by Sun Life Assurance Company of Canada (U.S.).
INFORMATION CONCERNING MEMBERS OF THE BOARD OF MANAGERS
(1) (2) (3) (4) (5) (6)
Name, Address, Position(s) Held Term of Office Principal Number of Other
and Age with Fund and Length of Occupation(s) Portfolios in Directorships
Time Served During Past 5 Fund Complex Held by Director
Years Overseen by or Nominee For
Director or Director
Nominee for
Director
William J. Short (66) Member, 1999-2002 Retired, Former 2 None
Board of Managers 12 years of President,
service Worcester Area
Chamber of
Commerce,
Worcester, MA
Gordon T. Miller (79) Vice Chairman, 2001-2004 Retired; Former 2 None
Board of Managers 34 years of Vice President
service and Director of
Industrial
Relations of
Barry Wright
Corporation,
Newton Lower
Falls, MA.
(antivibration
products)
Joan Sadowsky (72) Member, 2000-2003 Retired; Former 2 None
Board of Managers 17 years of Vice President
service of Human
Resources, Atlas
Distributing
Corporation,
Auburn, MA
(beverage
distribution)
The members of the Board of Managers listed below are "interested persons" of
the Fund within the meaning of section 2(a)(19) of the Investment Company Act of
1940.
-3-
(1) (2) (3) (4) (5) (6)
Name, Address, Position(s) Held Term of Office Principal Number of Other
and Age with Fund and Length of Occupation(s) Portfolios in Directorships
Time Served During Past 5 Fund Complex Held by Director
Years Overseen by or Nominee For
Director or Director
Nominee for
Director
Donald Boggs* (56) Chairman 2001-2004 Senior Vice 2
Board of Managers 5 year of President
service UnumProvident
Corporation
Chattanooga,
Tennessee
David G. Fussell* (54) Member, 2001-2003 Senior Vice 2
Board of Managers elected to President Unum
board in 2002 Provident
Corporation,
Chattanooga,
Tennessee
* Officers of PRV, (the investment advisor, underwriter and sponsoring
insurance company) and other subsidiaries within the UnumProvident
Corporation holding company system.
None of the members of the Board of Managers who are not "interested persons" of
the Fund within the meaning of section 2(a)(190) of the Investment Company Act
of 1940 owns beneficially or of record securities of PRV or any of its
affiliates.
ITEM 1: MANAGEMENT AND ELECTION OF MANAGERS
Under Article III of the Rules and Regulations of the Fund, members of the Board
of Managers are elected at the annual meeting to serve for the term of three
years, succeeding those whose terms are then expiring, provided that when the
terms of more than two members of the Board expire in the same year, the term of
members to be elected shall be adjusted in such a manner that terms of at least
one but not more than two members shall expire in each of the next three years.
The term of William J. Short is expiring. Mr. Short is nominated for re-election
and has consented to serve if elected. Aubrey K. Reid, Jr., retired from the
Board in 2001. The Board of Managers elected David G. Fussell to fill the
vacancy, as provided for in the Rules and Regulations of the Fund, to serve for
the remainder of Mr. Reid's term, which expires in 2003. Four regular meetings
of the Board of Managers were held in 2001 and each member of the Board attended
at least 75 percent of the meetings. The Board of Managers does not have
nominating, audit, or compensation committees.
Under the terms of the 1940 Act, the Fund must have a Board of Managers, not
more than sixty-percent of the members of which are deemed to be "interested
persons" of the Accumulation Fund or its Investment Advisor/Principal
Underwriter as defined in the 1940 Act. Two members of the Board of Managers
whose terms continue - namely Mr. Miller and Ms. Sadowsky - are not deemed to be
"interested persons" as defined in the 1940 Act. Mr. Short, who is nominated for
re-election, is not deemed to be an "interested person." Mr. Boggs and Mr.
Fussell whose terms continue, are deemed to be "interested persons" by virtue of
their status as officers of the Investment Advisor and the principal underwriter
of the Fund.
In the event that any nominee should become unavailable to serve for any reason,
the persons named in the enclosed proxy will consult with Management and vote
for such substitute nominee or nominees as
-4-
Management may recommend. At this time Management knows of no reason why any
nominee would be unavailable to serve.
REMUNERATION OF MANAGERS
The total aggregate remuneration paid by the Fund to all members of the Board of
Managers for the fiscal year ended December 31, 2001, was $7,200. This amount
represents consideration paid for attendance at meetings of the Board of
Managers. Those members of the Board of Managers deemed to be interested persons
received direct remuneration or an indirect benefit as officers of PRV. None of
the members of the Board of Managers, or officers of the Fund, who are also
officers or employees of PRV or its affiliates, received any remuneration from
the Fund.
Information concerning the nominees for re-election, as well as members of the
Board of Managers whose terms will continue, follows with the same abbreviations
of company names as used previously. Unless the contract owner withholds
authorization on the proxy, it is intended that the interest represented by the
proxy will be voted in favor of the election of the nominees.
None of the members of the Board of Managers who are not "interested persons" of
the Fund within the meaning of section 2(a)(19) o the Investment Company Act of
1940 owns beneficially or of record securities of PRV or any of its affiliates.
ITEM 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS
The Board of Managers, including a majority of the Managers who are not deemed
to be "interested persons", has, on February 20, 2002, reappointed Ernst & Young
LLP, independent auditors, to audit the accounts of the Fund for the year 2001.
Ernst & Young LLP has audited the accounts of the Fund each year since 1968. The
appointment of independent auditors is ratified or rejected annually by the
variable annuity contract owners.
Ernst & Young LLP has advised the Board of Managers of the Fund that neither its
firm nor any of its members or associates has any direct or any material
indirect financial interest in the Fund or any of its affiliates other than as
independent auditors. All audit and other fees paid to the auditors for work
related to the Fund are paid by PRV and are not charged to or paid from the
Fund. The Board of Managers recommends approval of the appointment of such firm
as independent auditors of the Fund for the period stated. In the event the
variable annuity contract owners do not ratify the appointment by the Board of
Managers of this firm or if Ernst & Young LLP shall decline to act or otherwise
become incapable of acting, or if its employment be otherwise discontinued, the
Board of Managers will appoint other independent auditors.
Representatives of Ernst & Young LLP are not expected to be present at the
annual meeting.
ITEM 3: OTHER BUSINESS
Management is not aware of any other business to come before the meeting. In
case of any such business properly brought before the meeting or any
adjournments thereof, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their best judgment in the
interest of the Fund.
-5-
From: FIRST CLASS
U.S. POSTAGE
PROXY TABULATOR PAID
P.O. BOX 9132 PROXY
HINGHAM, MA 02043-9132 TABULATOR
Please fold and detach card at perforation before mailing.
(Down arrow) (Down arrow)
PROXY
THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
PROXY SOLICITED ON BEHALF OF
BOARD OF MANAGERS
The undersigned hereby appoints Donald Boggs and Susan Roth or either of them,
with full power of substitution and revocation, to represent and to cast the
votes of the undersigned as shown on the reverse side at the Annual Meeting of
Contractowners of The Paul Revere Variable Annuity Contract Accumulation Fund to
be held at 10:00 a.m. on March 28, 2002, and at any adjournment thereof, with
respect to the proposals below and as set forth in the Notice.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Contractowners and the Proxy Statement issued by the Board of Managers and
revokes any Proxy heretofore given with respect to the votes covered by this
Proxy.
Dated 2002
----------------------
---------------------------------------------------
---------------------------------------------------
Contractowner Signature(s) Title (If Applicable)
REVERE
Please fold and detach card at perforation before mailing
(Down arrow) (Down arrow)
Please fill in box(es) as shown using black or blue ink or a number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
This proxy when properly executed will be voted as directed. IN THE ABSENCE OF ACCOMPANYING
DIRECTION BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED FOR PROPOSALS ONE AND TWO.
FOR WITHHOLD
nominee authority to
listed vote for
nominee
listed
1.ELECTION OF MEMBER OF THE BOARD OF MANAGERS (Board of Managers favor a vote FOR) 0 0
William J. Short
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION AND APPOINTMENT OF ERNST & YOUNG LLP AS THE 0 0 0
INDEPENDENT AUDITORS FOR THE ACCUMULATION FUND.
(Board of Managers favors a vote FOR)
3. In their discretion, upon such other business as may properly come before the
meeting and any adjournment thereof.
REVERE