-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C582dQodBFkn3rgYGXZRxPWPubzy8N6gwDYOVqn/Okc/Qp01bjslWBG68bsCB8I8 dya4dhLHjMiXiI1xs054qw== 0000899140-98-000365.txt : 19980915 0000899140-98-000365.hdr.sgml : 19980915 ACCESSION NUMBER: 0000899140-98-000365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980914 SROS: NYSE GROUP MEMBERS: CENTRE INVESTMENTS LIMITED GROUP MEMBERS: EMPIRE FIRE AND MARINE INSURANCE COMPANY GROUP MEMBERS: FIDELITY AND DEPOSIT COMPANY OF MARYLAND GROUP MEMBERS: UNIVERSAL UNDERWRITERS INSURANCE COMPANY GROUP MEMBERS: UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY GROUP MEMBERS: ZURICH INSURANCE CO GROUP MEMBERS: ZURICH INTERNATIONAL (NORTH AMERICA), LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000005513 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 621598430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45763 FILM NUMBER: 98708746 BUSINESS ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 6157551011 MAIL ADDRESS: STREET 1: ONE FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA DATE OF NAME CHANGE: 19950407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZURICH INSURANCE CO CENTRAL INDEX KEY: 0000941199 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 MYTHENQUAI CH-8002 CITY: ZURICH STATE: V8 ZIP: 00000 MAIL ADDRESS: STREET 1: 1400 AMERICAN LANE CITY: SCHAUMBURG STATE: IL ZIP: 60196 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROVIDENT COMPANIES, INC. ------------------------- (Name of Issuer) Common Stock, Par Value $1.00 ----------------------------- (Title of Class of Securities) 743862 10 4 ----------- (CUSIP Number) Steven D. Germain Zurich Centre Resource Limited One Chase Manhattan Plaza New York, New York 10005 (212) 898-5350 ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Thomas M. Cerabino, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 September 6, 1998 ----------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZURICH INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7. SOLE VOTING POWER 19,047,620 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 12,698,414 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,047,620 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 3 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CENTRE REINSURANCE LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7. SOLE VOTING POWER 9,047,624 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 9,047,624 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,047,624 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 4 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZURICH REINSURANCE (NORTH AMERICA), INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7. SOLE VOTING POWER 476,190 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 476,190 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 476,190 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 5 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EMPIRE FIRE AND MARINE INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nebraska 7. SOLE VOTING POWER 253,968 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 253,968 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 253,968 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 6 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNIVERSAL UNDERWRITERS INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7. SOLE VOTING POWER 634,920 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 634,920 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 634,920 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 7 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7. SOLE VOTING POWER 126,984 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 126,984 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,984 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 8 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FIDELITY AND DEPOSIT COMPANY OF MARYLAND 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[X] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 7. SOLE VOTING POWER 380,952 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 380,952 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 380,952 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 9 This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value $1.00 per share (the "Common Stock"), of Provident Companies, Inc. ("Provident" or the "Company"). This Amendment No. 2 amends the information set forth in the initial statement on Schedule 13D, dated June 10, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1997, filed by Zurich Insurance Company and the other Reporting Persons set forth therein (collectively, the "Initial Statement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Initial Statement. The Initial Statement is amended as set forth herein. Item 2. Identity and Background. - ------ ----------------------- Item 2 of the initial Statement is hereby amended by adding to the end thereof the following: Subsequent to the filing of the Initial Statement, the corporate name of ZRC was changed to Zurich Reinsurance (North America), Inc. ("ZRNA"). Item 4. Purpose of Transaction. - ------ ---------------------- Item 4 of the Initial Statement is hereby amended by adding to the end thereof the following: On September 6, 1998, Zurich, Centre Re, ZRNA, Empire, Universal, Universal Life, and Fidelity (collectively, the "Sellers"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Nooga I, LLC ("Nooga"), pursuant to which the Sellers agreed to sell to Nooga 12,698,414 shares (the "Shares") of the Common Stock of Provident. The Stock Purchase Agreement is attached to this Statement as Exhibit 18, and the description of the Stock Purchase Agreement contained herein is qualified in its entirety by reference to such Exhibit, which is incorporated herein by reference thereto. The closing of the purchase and sale of the Shares is conditioned on the satisfaction of certain conditions, including the consent of the Company to the sale of the Shares under the Relationship Agreement. Under the Stock Purchase Agreement, Nooga has agreed to purchase the Shares for $377,22,265.50 in cash plus the issuance to such of the Sellers as may be directed by Zurich $45 million in aggregate liquidation preference of Series A preferred membership interests in Nooga. 10 Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- Item 7 of the Initial Statement is hereby amended by adding to the end thereof the following: Exhibit 18. Stock Purchase Agreement, dated as of September 6, 1998, between Zurich Insurance Company, Centre Reinsurance Limited, Zurich Reinsurance (North America), Inc., Empire Fire and Marine Insurance Company, Universal Underwriters Insurance Company, Universal Underwriters Life Insurance Company, Fidelity and Deposit Company of Maryland and Nooga I, LLC. 11 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 11, 1998 ZURICH INSURANCE COMPANY By: /s/ Steven D. Germain Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 CENTRE REINSURANCE LIMITED By: /s/ Steven D. Germain Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 ZURICH REINSURANCE (NORTH AMERICA), INC. By: /s/ Steven D. German Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 EMPIRE FIRE AND MARINE INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact 12 Dated: September 11, 1998 UNIVERSAL UNDERWRITERS INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact Dated: September 11, 1998 UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact Dated: September 11, 1998 FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact 13 EXHIBIT INDEX Sequential Page Number Exhibit 1. Common Stock Purchase Agreement, dated as of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company.* Exhibit 2. Relationship Agreement, dated as of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company.* Exhibit 3. Family Stockholder Agreement, dated as of May 31, 1996, among Zurich Insurance Company, the Maclellan Foundation, Inc. and the stockholders listed in Schedule A thereto.* Exhibit 4. Registration Rights Agreement, dated as of May 31, 1996, between Zurich Insurance Company and Provident Companies, Inc.* Exhibit 5. Amended and Restated Common Stock Purchase Agreement, dated as of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company.* Exhibit 6. Amended and Restated Relationship Agreement, dated as of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company.* Exhibit 7. Amended and Restated Family Stockholder Agreement, dated as of May 31, 1996, among Zurich Insurance Company, the Maclellan Foundation, Inc. and the stockholders listed in Schedule A thereto.* Exhibit 8. Amended and Restated Registration Rights Agreement, dated as of May 31, 1996, between Zurich Insurance Company and Provident Companies, Inc.* Exhibit 9. Stock Purchase Agreement, dated as of March 27, 1997, between Centre Reinsurance Services (Bermuda) Limited and Longfellow I, LLC.* Exhibit 10. Joint Filing Agreement, dated April 7, 1997, among Zurich Insurance Company; Centre Reinsurance Limited; Zurich Reinsurance Centre, Inc.; Empire Fire and Marine Insurance Company; Universal Underwriters Insurance Company; Universal Underwriters Life Insurance Company and Fidelity and Deposit Company of Maryland.* Exhibit 11. Power of Attorney, dated April 7, 1997, granted by Zurich Insurance Company in favor of Steven D. Germain.* 14 Exhibit 12. Power of Attorney, dated April 7, 1997, granted by Centre Reinsurance Limited in favor of Steven D. Germain.* Exhibit 13. Power of Attorney, dated April 7, 1997, granted by Zurich Reinsurance Centre, Inc. in favor of Steven D. Germain.* Exhibit 14 Power of Attorney, dated April 7, 1997, granted by Empire Fire and Marine Insurance Company in favor of David A. Bowers.* Exhibit 15. Power of Attorney, dated April 7, 1997, granted by Universal Underwriters Insurance Company in favor of David A. Bowers.* Exhibit 16. Power of Attorney, dated April 7, 1997, granted by Universal Underwriters Life Insurance Company in favor of David A. Bowers.* Exhibit 17. Power of Attorney, dated April 7, 1997, granted by Fidelity and Deposit Company of Maryland in favor of David A. Bowers.* Exhibit 18. Stock Purchase Agreement, dated as of September 6, 1998, between Zurich Insurance Company, Centre Reinsurance Limited, Zurich Reinsurance (North America), Inc., Empire Fire and Marine Insurance Company, Universal Underwriters Insurance Company, Universal Underwriters Life Insurance Company, Fidelity and Deposit Company of Maryland and Nooga I, LLC. - ---------------------------- *Previously filed with the Initial Statement 15 EX-99.1 2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of this 6th day of September 1998, by and between Zurich Insurance Company ("Zurich"), Centre Reinsurance Limited ("Centre Re"), Zurich Reinsurance (North America), Inc., Empire Fire and Marine Insurance Company, Universal Underwriters Insurance Company, Universal Underwriters Life Insurance Company and Fidelity and Deposit Company of Maryland (collectively, the "Sellers"), and Nooga I, LLC, a Delaware limited liability company (the "Buyer"). WHEREAS, the Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers an aggregate of 12,698,414 shares (the "Shares") of Common Stock, par value $1.00 per share ("Common Stock"), of Provident Companies, Inc. ("Provident"), for the consideration and upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereby agree as follows: 1. Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, the Sellers hereby agree to sell the Shares to the Buyer, and Buyer hereby agrees to purchase the Shares from the Sellers, at a purchase price per share equal to $33.25. The number of Shares to be sold by each Seller and the aggregate purchase price receivable by each Seller are set forth on Schedule A. 2. Closing. ------- (a) The closing of the purchase and sale of the Shares (the "Closing") shall take place at 10:00 a.m. at the offices of Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York (or at such other place as agreed to by the Buyer and Zurich) on the 45th day after September 8, 1998 (or if such day is not a business day, the next business day thereafter) or on such earlier date and time as mutually agreed by Buyer and Zurich (the "Closing Date"). At the Closing, the Sellers will deliver to Buyer the Shares (with stock powers duly endorsed in blank) against (i) the issuance of $45,000,000 aggregate liquidation preference of Series A preferred membership interests in the Buyer on the terms and conditions set forth in Exhibit A (the "Preferred Membership Interests") to such Sellers in such amounts as directed by Zurich and (ii) payment of $377,222,265.50 by transfer of immediately available funds to such bank as Zurich may direct in writing. If the Closing shall occur, the Sellers shall, or Zurich shall cause one or more wholly-owned subsidiaries of Zurich to provide a standby commitment to purchase up to $45,000,000 of Series B preferred membership interests in the aggregate on the terms and conditions set forth in Exhibit A and such other terms reasonably satisfactory to the Buyer and Zurich (the "Standby Commitment"). (b) The Buyer's obligations to consummate any purchase and sale of Shares hereunder shall be conditioned upon (i) the Seller's performance of its obligations hereunder, (ii) the representations and warranties of the Seller being true and correct as of the date of Closing, (iii) receipt of the written consent of Provident under that certain Amended and Restated Relationship Agreement between Zurich and Provident (the "Relationship Agreement") to the sale and purchase of the Shares under this Agreement and other transactions contemplated hereby on terms and conditions satisfactory to the Buyer, (iv) the Standby Commitment is in full force and effect, (v) the closing of a financing with a financial institution to borrow up to 50% of the market value of the Shares shall have occurred on terms and conditions satisfactory to Buyer, and (vi) the absence of any temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition, restraining or preventing the consummation of the transactions contemplated hereby or subjecting the Buyer or Provident to a substantial fine or penalty as a result of the consummation of the transactions contemplated hereby. (c) The Sellers' obligations to consummate any purchase and sale of Shares hereunder shall be conditioned upon (i) the Buyer's performance of its obligations hereunder, (ii) the representations and warranties of the Buyer being true and correct as of the date of the Closing, (iii) the receipt of written consent of Provident under the Relationship Agreement to the sale and purchase of the Shares under this Agreement and the other transactions contemplated hereby on terms and conditions satisfactory to Zurich, (iv) the absence of any temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition, restraining or preventing the consummation of the transactions contemplated hereby or subjecting the Sellers to a substantial fine or penalty as a result of the consummation of the transactions contemplated hereby and (v) the receipt by the Sellers of any insurance regulatory approvals required to be obtained to consummate such purchase and sale. 3. Representations and Warranties of the Sellers. --------------------------------------------- Each Seller represents and warrants to the Buyer that: (a) Title to Shares. Upon delivery of and payment for the Shares, it will convey valid and marketable title thereto, free and clear of any encumbrance (other than pursuant to any agreement entered into between Provident and the Buyer). (b) Corporate Existence and Power. It is a corporation duly organized, validly existing and in good standing -2- under the laws of its jurisdiction of organization. (c) Power and Authority. It has the full corporate power and authority to execute and deliver this Agreement and the Standby Agreement, and to perform its obligations hereunder and thereunder. This Agreement has been, and at Closing, the Standby Agreement will be, duly authorized, executed and delivered by it and its valid and binding obligation, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, enforceability, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of this Agreement and the Standby Agreement by it and the consummation of the transactions contemplated hereby and thereby (i) will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material agreement by which such Seller is bound, which conflict, contravention, breach, violation or default would materially impair the ability of such Seller to consummate the transactions contemplated hereby and thereby, (ii) will not result in the creation of any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit, arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever on or in respect of the Shares and (iii) will not conflict with, contravene or result in a breach or violation of any law, rule, regulation or order of any government, regulatory, administrative or arbitral body which conflict, contravention, breach, or violation would materially impair the ability of such Seller to consummate the transactions contemplated hereby and thereby. (e) Consents. Other than consents to be obtained prior to the Closing, no consent, approval, authorization, order, registration, filing or qualification of or with (A) any government of any nation or state, or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or (B) any other person is required to be made or obtained by such Seller or any of its subsidiaries or affiliates for the execution, delivery and performance by such Seller of this Agreement and the Standby Agreement and the consummation of the transactions contemplated hereby and thereby, which if not obtained or made would materially impair the ability of such Seller to consummate the transactions contemplated hereby and thereby. (f) Finders and Investment Bankers. The Sellers have not employed any investment banker, business consultant, financial advisor, broker or finder in connection with the -3- transactions contemplated by this Agreement, or incurred any liability for any investment banking, business consultancy, financial advisory, brokerage or finders' fees or commissions in connection with the transactions contemplated hereby. (g) Preferred Membership Interests. Each Seller that is acquiring Preferred Membership Interests (A)(i) is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended) and (ii) is a "qualified purchaser" as defined in Section 2(a)51 of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder and (B) is acquiring the Preferred Membership Interests for its own account for investment purposes only and not with a view to resell or distribute the same or any part thereof. (h) None of the funds used to acquire Series A or Series B Preferred Membership Interests will be borrowed funds. 4. Representations and Warranties of the Buyer. ------------------------------------------- The Buyer hereby represents and warrants to each of the Sellers that: (a) Existence and Power. It is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Power and Authority. It has full company power and authority to execute and deliver this Agreement and the Standby Agreement, to issue the Preferred Membership Interests and to perform its obligations hereunder and thereunder. This Agreement has been, and, at Closing, the Standby Agreement will be, duly authorized, executed and delivered by it and its valid and binding obligation, enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, enforceability, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). On the Closing Date, the Preferred Membership Interests to be issued hereunder shall be duly authorized and validly issued to the applicable Sellers. (c) No Contravention, Conflict, Breach, Etc. The execution, delivery and performance of this Agreement and the Standby Agreement by it, the issuance of the Preferred Membership Interests, and the consummation of the transactions -4- contemplated hereby and thereby (i) will not conflict with, contravene or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material agreement by which the Buyer is bound, which conflict, contravention, breach, violation or default would materially impair the ability of the Buyer to consummate the transactions contemplated hereby, nor (ii) conflict with, contravene or result in a breach or violation of any law, rule, regulation or order of any governmental, regulatory, administrative or arbitral body (including Regulation U or X of the Board of Governors of the Federal Reserve System), which conflict, contravention, breach, or violation would materially impair the ability of Buyer to consummate the transactions contemplated hereby. (d) Consents. Other than consents to be obtained prior to the Closing, no consent, approval, authorization, order, registration, filing or qualification of or with (A) any government of any nation or state, or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or (B) other person is required to be made or obtained by the Buyer for the execution, delivery and performance by the Buyer of this Agreement and the Standby Agreement, the issuance of the Preferred Membership Interests, and the consummation of the transactions contemplated hereby and thereby, which if not obtained or made would materially impair the ability of the Buyer to consummate the transactions contemplated hereby. (e) Subsidiary. Except for the Preferred Membership Interests to be issued to the Sellers, the Buyer is a wholly-owned subsidiary of Insurance Partners, II, L.P. ("IPII"). (f) Hart-Scott-Rodino. At the Closing, the "person," as defined in ss. 801.1(a)(1) of the Rules (the "Rules") promulgated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), within which Buyer is included, does not have annual net sales or total assets of $10,000,000 or more, as determined in accordance with the HSR Act and Rules. 5. Cooperation. From and after the date of this Agreement until the Closing, the Buyer and the Sellers shall act with good faith towards, and shall use their best efforts to consummate the transactions contemplated by this Agreement, and neither the Buyer nor any of the Sellers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement. 6. Further Assurances. Each of the parties hereto, upon the request of another party hereto, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to fully complete consummation of the transactions contemplated by this Agreement. 7. Termination. If, on the trading day immediately preceding the scheduled Closing Date under Section 2, the closing price per share of the Common Stock on the New York Stock -5- Exchange (the "NYSE") is less than $35.00 as reported on the NYSE Composite Tape, the Buyer, in its sole discretion, may terminate this Agreement and all obligations of the parties hereunder (without liability to any party) by written notice to Zurich. If the Closing does not occur by the 45th day after September 8, 1998 for any reason, either the Buyer or Zurich may terminate this Agreement and all obligations of the parties hereunder (without liability to any party) by written notice to the other party; provided that no such party may terminate this Agreement if the failure to close the transactions contemplated hereunder results from the actions or in actions of such party. 8. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York, without reference to its conflicts of laws principles. 9. Notices. All notices or other communications given or made hereunder shall be validly given or made if in writing and delivered by facsimile transmission or in person at, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by a reputable overnight courier to, the following addresses and shall be deemed effective at the time of receipt thereof. If to the Sellers: c/o Zurich Insurance Company Mythenquai 2 P.O. Box Ch. 8022 Zurich, Switzerland Attention: General Counsel Fax No.: 011-411-202-1063 With copies to: Zurich Centre Group, LLC One Chase Manhattan Plaza New York, New York 10005 Attention: General Counsel Fax No.: (212) 898-5002 and Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Attention: Thomas Cerabino, Esq. Fax No.: (212) 728-8111 -6- If to the Buyer: Nooga I, LLC One Chase Manhattan Plaza 44th Floor New York, New York 10005 Attention: David Spuria, Esq. Fax No.: (212) 898-8720 and Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: John C. Kennedy, Esq. Fax No.: (212) 757-3990 or to such other address as the party to whom notice is to be given may have previously furnished notice in writing to the other in the manner set forth above. 10. Announcements. Subject to any requirements of law, the parties hereto agree that no disclosure or public announcement with respect to this Agreement or any of the transactions contemplated hereby shall be made by any party hereto without the written consent of all other parties thereto. 11. Survival. All representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 12. Waiver. The failure at any time to require performance of any provision hereof shall in no way affect the full right to require such performance at any time thereafter (unless performance thereof has been waived in accordance with the terms hereof for all purposes and at all times by the parties to whom the benefit of such performance is to be rendered). The waiver by any party to this Agreement of a breach of any provision hereof shall not be taken or held to be a waiver of any succeeding breach of such provision of any other provision or as a waiver of the provision itself. 13. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, each of the Sellers and the Buyers directs that such court interpret and apply the remainder of this Agreement in the manner that it determines most closely effectuates their intent in entering into this Agreement, and in doing so particularly take into account the relative importance of the term, provision, covenant or restriction being held invalid, void or unenforceable. -7- 14. Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of the parties hereto shall bind, and inure to the benefit of, the respective successors and assigns of the parties hereto; provided, however, that the rights and obligations of any party hereto may not be assigned without the prior written consent of the other parties; provided, further, that the Buyer may assign its rights hereunder to any wholly-owned subsidiary of IPII without the consent of any of the other parties hereto. 15. Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and all of which shall constitute one and the same instrument. 16. Amendment. This Agreement may be amended, modified or supplemen- ted only by a written agreement singed by each of the parties hereto. -8- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ZURICH INSURANCE COMPANY By:_________________________________ Name: Title: CENTRE REINSURANCE LIMITED By:_________________________________ Name: Title: ZURICH REINSURANCE (NORTH AMERICA), INC. By:_________________________________ Name: Title: EMPIRE FIRE AND MARINE INSURANCE COMPANY By:_________________________________ Name: Title: UNIVERSAL UNDERWRITERS INSURANCE COMPANY By:_________________________________ Name: Title: UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY By:_________________________________ Name: Title: FIDELITY AND DEPOSIT COMPANY OF MARYLAND By:_________________________________ Name: Title: NOOGA I, LLC By:_________________________________ Name: Title: -9- SCHEDULE A ---------- Sellers ------- ________________________________________________________________________________ Number of Shares Name to be Sold Purchase Price ---- ---------------- ----------------- ________________________________________________________________________________ Zurich Insurance Company 1,904,760 $ 63,333,270.00 Centre Reinsurance Limited 9,047,624 300,833,498.00 Zurich Reinsurance (North America), Inc. 476,190 15,833,317.50 Empire Fire and Marine Insurance Compan 253,968 8,444,436.00 Universal Underwriters Insurance Company 507,936 16,888,872.00 Universal Underwriters Life Insurance Company 126,984 4,222,218.00 Fidelity and Deposit Company of Maryland 380,952 12,666,654.00 __________ ________________ _______________________________________________________________________________ TOTAL 12,698,414 $422,222,265.50 ________________________________________________________________________________ EXHIBIT A Nooga I, LLC Preferred Membership Interests --------------------------- ------------------------------------------------ Issuer: Nooga I, LLC, a newly-formed limited liability company (the "Issuer"). Insurance Partners II, L.P. ("IP II") will be the sole managing member of the Issuer. --------------------------- ------------------------------------------------ Investment: At the closing, $45 million in Series A preferred membership interests (the "Series A Preferred Interests") by Zurich Insurance Company or one or more of its wholly-owned subsidiaries reasonably acceptable to the Issuer ("Zurich"). Zurich agrees to enter into a standby commitment agreement whereby it will agree to purchase up to $45 million of Series B revolving preferred membership interests (the "Series B Preferred Interests") in the Issuer, in the event the coverage ratio under the Chase Credit Facility (as defined below) falls below 1.6:1 and additional capital contributions are required to be made under the Chase Credit Facility. After the return of contributed capital of the Series B Preferred Interests, such contributed capital may be recalled at any time while the Chase Credit Facility is in effect (it being understood that the commitment will not extend beyond the final maturity of such facility (which will not be more than five (5) years)). --------------------------- ------------------------------------------------ Proceeds: At the closing, the net proceeds for the investment will be used to partially fund the purchase of 12,698,412 shares of Common Stock (the "Shares") of Provident Companies, Inc. ("Provident"). The net proceeds from the standby commitment will be used for one or more of the following: (i) to purchase cash equivalents; (ii) to pay down amounts outstanding under Chase Credit Facility, and/or (iii) to purchase shares of Common Stock of Provident. --------------------------- ------------------------------------------------ Business: The Issuer will not conduct any business other than holding the Shares and transactions related thereto. --------------------------- ------------------------------------------------ Capital Structure: At the closing (assuming a purchase price and market value of approximately $422.2 million for the Shares), the capital structure of the Issuer will consist of (i) up to $220 million of indebtedness (50% of the market value of the Shares) under a credit facility with Chase (the "Chase Credit Facility"); (ii) $45 million of Series A Preferred Interests issued to Zurich; (iii) common membership interests issued to IP II equal to the remaining amount needed to fund the purchase price of the Shares. --------------------------- ------------------------------------------------ Preferred Return: A per annum return equal to the interest rate (or an assumed interest rate) on the Chase Credit Facility plus 0.75% (or 1.5% in the case of the --------------------------- ------------------------------------------------ --------------------------- ------------------------------------------------ Series B Preferred Interests) (the "Preferred Return") compounded semi-annually. The Issuer may elect to pay current cash distributions on the Preferred Return or to accrue the Preferred Return. --------------------------- ------------------------------------------------ Liquidation/ Series A Preferred Interests: The unreturned Distribution contributed capital (initially, $45 million) Preference: plus any accrued and unpaid Preferred Return. Series B Preferred Interest: The unreturned contributed capital plus any accrued and unpaid Preferred Return. Subject to the terms of the Chase Credit Facility, the Issuer will distribute all net cash proceeds on a quarterly basis (subject to a reasonable reserve for future expenses). Distributions will be made in the following priority: First, to the holders of the Series A Preferred Interests and the Series B Preferred Interests in an amount equal to the Preferred Return (including any arrearages). Second, to the holders of the Series B Preferred Interests in an amount equal to their unrecovered contributed capital. Third, to the holders of the Series A Preferred Interests in an amount equal to their unrecovered contributed capital. Fourth, to the holders of the common membership interests. Notwithstanding the foregoing, while the Chase Credit Facility is in effect and subject to its terms, distributions will be made first to the holders of the Series B Preferred Interests in an amount equal to the Preferred Return of the Series B Preferred Interests (including any arrearages), then to the holders of the Series B Preferred Interests in an amount equal to the unrecovered contributed capital of the Series B Preferred Interests and then in the order of priority otherwise described above. At Zurich's option, the Preferred Return on the Series B Preferred Interests will be structured either as a guaranteed payment or a distributive share of gross income for tax purposes. Zurich and the Issuer will negotiate in good faith concerning the structure of the Preferred Return on the Series A Preferred Interests, although the parties anticipate that such Preferred Return will be structured as a distributive share of gross income. It is understood that neither party will be under any obligation to close the sale of the Shares if a mutually acceptable structure is not agreed to (it being understood that structuring such Preferred Return as a distributive share of gross income is acceptable to the Issuer). --------------------------- ------------------------------------------------ Term: The term of the Issuer will be ten (10) years, subject to extension as agreed to by the members of the Issuer. --------------------------- ------------------------------------------------ Representation: Zurich will represent that none of the funds used to purchase the preferred membership interests will be borrowed funds. --------------------------- ------------------------------------------------ Transfer Restrictions: Neither Zurich nor IP II may sell, assign or transfer any interest in the Issuer (either directly or indirectly through merger, sale or other business combination) without the prior written consent of the other party. --------------------------- ------------------------------------------------ 2 -----END PRIVACY-ENHANCED MESSAGE-----