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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]