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As filed with the Securities and Exchange Commission on August 29, 1995
Registration Statement No. 33 - ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY OF AMERICA
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(Exact name of registrant as specified in its charter)
Tennessee 62-1321664
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1 Fountain Square, Chattanooga, Tennessee 37402
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(Address of principal executive offices) Zip Code
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
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EMPLOYEE STOCK PURCHASE PLAN OF 1995
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(Full title of plan)
Susan N. Roth
Corporate Secretary
Provident Life and Accident Insurance Company of America
1 Fountain Square
Chattanooga, Tennessee 37402
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(Name and address of agent for service)
(615) 755-1011
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(Telephone number, including area code, of agent for service)
The Commissioner is requested to send copies of all communications to:
F. Dean Copeland
Alston & Bird
One Atlantic Center, 1201 West Peachtree Street
Atlanta, Georgia 30309-3424
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CALCULATION OF REGISTRATION FEE
(See Next Page)
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(continued from previous page)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered (1) registered per share (2) price (2) fee (2)
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Class B 1,000,000 $23.8125 $23,812,500 $8,211.21
Common Stock,
par value
$1.00
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registrant
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
of Class B Common Stock of the Registrant on August 15, 1995.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Provident Life and
Accident Insurance Company of America ("the Registrant") with the Securities
and Exchange Commission are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1994; and
(c) The description of the Registrant's Class B Common Stock,
par value $1.00 per share, found under Item 11 of the Registrant's
registration statement on Form 10 filed on July 8, 1991 under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Glenn P. Felton, Vice-President and Managing Corporate Counsel of
the Registrant renders an opinion regarding the legality of the shares being
registered pursuant to this Registration Statement. As of August 15, 1995, Mr.
Felton owned 413.07 shares of Class B Common Stock of the Registrant. He also
owns options exercisable for an additional 11,125 shares of Class B Common
Stock of the Registrant. Of the options 562 are currently exercisable, and an
additional 563 will be exercisable if the stock price reaches the performance
requirement of $40.00 per share. As of February 14, 1996, 1,500 options will
be exercisable, although only one-half of these options may be exercised until
the stock price reaches the performance requirement of $33.16 per share. An
additional 8,500 options are exercisable on March 2, 1996, although only
one-half of these options will be exercisable until the stock price reaches the
performance requirement of $30.70.
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Item 6. Indemnification of Directors and Officers.
Section 48-18-502 of the Tennessee Business Corporation Act
provides that a Tennessee corporation has the authority to indemnify its
directors and officers under certain circumstances. Subsection (a) of Section
48-18-502 provides generally that a corporation may indemnify a director made a
party to a proceeding because he was or is a director against liability
incurred in the proceeding if he conducted himself in good faith and reasonably
believed that his conduct was in the best interest of the corporation in the
case of conduct in his official capacity, or, in all other cases, was at least
not opposed to the best interest of the corporation, and, in the case of a
criminal proceeding, if he had no reasonable cause to believe his conduct was
unlawful. Subsection (d) provides that a corporation may not indemnify a
director in connection with a proceeding by or on behalf of the corporation in
which the director was adjudged liable to the corporation or in connection with
any proceeding in which he was adjudged liable on the basis that improper
personal benefit was received by him.
Section 48-18-503 of the Tennessee Business Corporation Act provides
that a corporation must indemnify a director who is successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director against reasonable expenses incurred by him in
connection with the proceeding.
Section 48-15-507(1) of the Tennessee Business Corporation Act provides
that, unless its charter provides otherwise, a corporation must indemnify an
officer of the corporation to the same extent a director would be indemnified
under the circumstances set forth in Section 48-18-503. In addition, Section
48-18-507(2) provides that, unless its charter provides otherwise, a
corporation may indemnify an officer to the full extent that a director may be
indemnified pursuant to Section 48-18-502.
Section 48-18-508 of the Tennessee Business Corporation Act provides
that a corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation against the liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have the power to indemnify him against
the same liability under Sections 48-18-502 or 48-18-503.
Section 48-12-102(b)(3) of the Tennessee Business Corporation Act
permits Tennessee corporations to eliminate or limit the personal liability of
directors under certain circumstances by means of an amendment to the charter
approved by shareholders. Section 48-12-102(b)(3) is an enabling provision
only, and therefore any limitation on the liability of directors occurs
pursuant to the provisions of the Registrant's Charter.
Article 7 of the Registrant's Charter provides that a director of the
Company shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of fiduciary duty as a director except for
liability for (i) any breach of the director's duty of loyalty to the
Registrant or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (iii)
paying a distribution in violation of Section 48-18-304 of the Tennessee
Business Corporation Act. Under the terms of Article 7, if the Tennessee
Business Corporation Act is amended to further eliminate or limit the liability
of a director, then the liability of a director of the Company will be
eliminated or limited to the fullest extent permitted by the Tennessee Business
Corporation Act, as so amended.
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Article 7 protects the Registrant's directors against personal liability
from breaches of their duty of care. Under Tennessee law, it could be
determined that directors would be liable for negligence in the performance of
their duty of care. Article 7 absolves directors of liability for negligence
in the performance of their duties, including gross negligence. Directors
remain liable for breaches of their duty of loyalty to the Registrant and its
shareholders, as well as for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law. Article 7 does
not absolve directors of liability under Section 48-18-304 of the Tennessee
Business Corporation Act, which makes directors personally liable for unlawful
distributions.
While Article 7 provides directors with protection from awards of
monetary damages for breaches of the duty of care, it does not eliminate the
directors' duty of care. Accordingly, Article 7 has no effect on the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care, although the unavailability of a
damage remedy in many circumstances may inhibit shareholder derivative suits
claiming a breach of the duty of care. In addition, Article 7 does not apply
to claims against a director arising out of such individual's role as an
officer or in any capacity other than that of a director or to such
individual's responsibilities under any other law. In this regard, Article 7
does not limit a director's liability under the Federal Securities Laws for
violations thereof.
Article VI of the Registrant's By-Laws provides that each director and
officer of the Registrant shall be indemnified by the Registrant against
reasonable expenses actually and necessarily incurred by him or her and actual
losses sustained by him or her in connection with any action, suit or
proceeding in which he or she is made a party or threatened to be made a party
by reason of his or her having been a director or officer of the Registrant or
any other company that the director or officer is serving at the request of the
Registrant and in which the Registrant is a stockholder, creditor or is
otherwise interested. Such indemnification is to be to the fullest extent
authorized or permitted by the Tennessee Business Corporation Act now or as it
may be amended from time to time. The right of indemnification provided for by
Article VI of the Registrant's By-Laws is not exclusive of any other rights to
which he or she may be entitled under any statute, by-law, agreement, vote of
stockholders or otherwise. For the purposes of Article VI of the Registrant's
By-Laws, the term "officer" includes persons holding the title of assistant
vice president and all higher corporate titles.
The Registrant maintains Directors and Officers liability insurance with
various insurance providers in the aggregate amount of $33,000,000.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit Description
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4.1 Charter of the Registrant, as amended (incorporated by reference
to Exhibit 3.1 to the Registrant's registration statement on Form
10 as filed with the Securities and Exchange Commission on July 8,
1991 under the Exchange Act).
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4.2 Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit 3.2 to the Registrant's registration statement on Form 10
as filed with the Securities and Exchange Commission on July 8,
1991 under the Exchange Act).
5 Opinion of Glenn P. Felton regarding legality of shares being
registered.
15 Letter re unaudited interim financial information
23.1 Consent of Independent Auditors.
23.2 Consent of Glenn P. Felton (contained in opinion filed as Exhibit
5).
24 Powers of Attorney executed by directors of the Registrant.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 of Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to
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Section 13(a) or 15(d) of the Securities Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Provident Life and Accident Insurance Company of America 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Chattanooga, State of Tennessee, on the 2nd day of August, 1995.
PROVIDENT LIFE AND ACCIDENT
INSURANCE COMPANY OF AMERICA
By: /s/J. Harold Chandler
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J. Harold Chandler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/J. Harold Chandler President, Chief Executive August 2, 1995
- ----------------------------- Officer (Principal Executive
J. Harold Chandler Officer) and Director
/s/Thomas R. Watjen Executive Vice President August 2, 1995
- ---------------------------- and Chief Financial
Thomas R. Watjen Officer (Principal Financial
Officer)
/s/Ralph A. Rogers, Jr. Vice President and August 2, 1995
- ----------------------------- Ralph A. Rogers, Jr.
Ralph A. Rogers, Jr. Principal Accounting
Officer
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/s/William L. Armstrong* Director August 2, 1995
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William L. Armstrong
/s/Charlotte M. Heffner* Director August 2, 1995
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Charlotte M. Heffner
/s/ Hugh B. Jacks* Director August 2, 1995
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Hugh B. Jacks
/s/William B. Johnson* Director August 2, 1995
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William B. Johnson
/s/Hugh O. Maclellan, Jr.* Director August 1, 1995
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Hugh O. Maclellan, Jr.
/s/A. S. "Pat" MacMillan* Director August 2, 1995
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A. S. "Pat" MacMillan
/s/C. William Pollard* Director August 2, 1995
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C. William Pollard
/s/Scott L. Probasco, Jr.* Director August 2, 1995
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Scott L. Probasco, Jr.
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/s/Steve S. Reinemund* Director August 2, 1995
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Steven S. Reinemund
/s/Burton E. Sorensen* Director August 2, 1995
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Burton E. Sorensen
Pursuant to the requirement of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chattanooga, State of Tennessee, on August 2,
1995.
Provident Life And Accident Insurance Company
Employee Stock Purchase Plan of 1995
By: /s/Hugh B. Jacks
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Hugh B. Jacks
Chairman, Compensation Committee
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EXHIBIT INDEX
Exhibit Description Page No.
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4.1 Charter of the Registrant, as amended. 5
4.2 Bylaws of the Registrant, as amended. 5
5 Opinion of Glenn P. Felton regarding 13
legality of shares being registered.
15 Letter re unaudited interim financial information 16
23.1 Consent of Independent Auditors. 18
23.2 Consent of Glenn P. Felton (contained
in opinion filed as Exhibit 5).
24 Powers of Attorney executed by the 21
directors of the Registrant.
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