[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1346
November 30, 1998
UNUM Corporation Form 8-K/A
Ladies and Gentlemen:
Attached for filing on behalf of UNUM Corporation
is a Form 8-K/A which amends and replaces in its entirety the
Form 8-K filed by UNUM Corporation on November 25, 1998.
/s/ Todd W. Hart
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Todd W. Hart
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Encls.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 1998
UNUM Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-9254 01-0405657
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification Number)
of Incorporation)
2211 Congress Street, Portland, Maine 04122
(Address of principal executive offices) (Zip Code)
(207) 770-2211
(Registrant's telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
This Form 8-K/A amends and replaces in its entirety the Form 8-K
filed by UNUM Corporation on November 25, 1998.
On November 22, 1998, UNUM Corporation ("UNUM") entered into an
Agreement and Plan of Merger dated as of November 22, 1998 (the "Merger
Agreement"), between UNUM and Provident Companies, Inc. ("Provident"),
pursuant to which UNUM and Provident will merge (the "Merger") under the
name UNUMProvident Corporation ("UNUMProvident"). Pursuant to the Merger
and the other transactions contemplated by the Merger Agreement, each share
of Provident common stock will be converted into 0.730 of a share of
UNUMProvident common stock and each share of UNUM common stock will be
converted into one share of UNUMProvident common stock.
In connection with the Merger Agreement, UNUM granted Provident
an option to purchase 27,563,644 shares of the common stock of UNUM (19.9%
of UNUM's issued and outstanding common stock) pursuant to a Stock Option
Agreement (the "UNUM Stock Option Agreement") dated as of November 22,
1998, between UNUM and Provident. The option becomes exercisable upon the
occurrence of certain events, none of which has occurred at the time of
this filing. Also in connection with the Merger Agreement, Provident
granted UNUM an option to purchase 26,945,874 shares of the common stock of
Provident (19.9% of Provident's issued and outstanding common stock)
pursuant to a Stock Option Agreement (the "Provident Stock Option
Agreement") dated as of November 22, 1998, between Provident and UNUM. The
option becomes exercisable upon the occurrence of certain events, none of
which has occurred at the time of this filing.
Also in connection with the Merger Agreement, Stockholders who
collectively have beneficial ownership of approximately 26% of the
outstanding common stock of Provident have agreed, pursuant to a
Stockholders Agreement (the "Stockholders Agreement"), dated as of November
22, 1998, to vote in favor of the Merger and related transactions at any
stockholders meeting in which such matters are considered.
The Merger is subject to certain regulatory approvals as well as
to the adoption of the Merger Agreement by the stockholders of UNUM and
the stockholders of Provident, and the approval of the issuance of
UNUMProvident common stock pursuant to the Merger Agreement by the holders
of Provident common stock.
Attached and incorporated herein by reference in their entirety
as Exhibits 2.1, 10.1, 10.2, 10.3 and 99.1, respectively, are copies of (1)
the Merger Agreement, (2) the Provident Stock Option Agreement, (3) the
UNUM Stock Option Agreement, (4) the Stockholders Agreement and (5) a press
release of UNUM and Provident announcing the signing of a definitive
agreement to merge the two companies.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger dated as of November 22, 1998,
between Provident Companies, Inc., and UNUM Corporation.
10.1 Stock Option Agreement dated as of November 22, 1998,
between Provident Companies, Inc., and UNUM Corporation,
as Grantee.
10.2 Stock Option Agreement dated as of November 22, 1998,
between UNUM Corporation and Provident Companies, Inc.,
as Grantee.
10.3 Stockholders Agreement dated as of November 22, 1998,
between UNUM Corporation and certain stockholders of
Provident Companies, Inc.
99.1 Press release dated November 23, 1998, announcing the
signing of an agreement to merge UNUM Corporation and
Provident Companies, Inc.
SIGNATURES
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.
UNUM Corporation
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(Registrant)
Date: November 30, 1998 By: /s/ Robert E. Broatch
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(Signature)
Name: Robert E. Broatch
Title: Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger dated as of November 22, 1998,
between Provident Companies, Inc., and UNUM Corporation.
10.1 Stock Option Agreement dated as of November 22, 1998,
between Provident Companies, Inc., and UNUM Corporation,
as Grantee.
10.2 Stock Option Agreement dated as of November 22, 1998,
between UNUM Corporation and Provident Companies, Inc.,
as Grantee.
10.3 Stockholders Agreement dated as of November 22, 1998, between
UNUM Corporation and certain stockholders of Provident
Companies, Inc.
99.1 Press release dated November 23, 1998, announcing the
signing of an agreement to merge UNUM Corporation and
Provident Companies, Inc.