-----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, W0ppyf/IMjWs815T3shqsgI7qIAc/trQvMBEc1wYgoE5Uf8mPI3mXe7c2h4t8Uk0 ffHCWa/WUUYpGBf+gbP1Gw== 0000910662-99-000030.txt : 19990727 0000910662-99-000030.hdr.sgml : 19990727 ACCESSION NUMBER: 0000910662-99-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNUMPROVIDENT CORP 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: 99670362 BUSINESS ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 2077702211 MAIL ADDRESS: STREET 1: ONE FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT COMPANIES INC /DE/ DATE OF NAME CHANGE: 19961204 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA DATE OF NAME CHANGE: 19950407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEFFNER CHARLOTTE M CENTRAL INDEX KEY: 0000925187 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3655 RANDALL HALL NW CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4042337238 MAIL ADDRESS: STREET 1: 3655 RANDALL HALL NW CITY: ATLANTA STATE: GA ZIP: 30327 SC 13D/A 1 SCHEDULE 13D/A4 FILED BY C.M. HEFFNER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------------------------- (Amendment No. 4)* UNUMProvident Corporation (formerly Provident Companies, Inc.) -------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share -------------------------------------- (Title of Class of Securities) 91529Y 10 6 ----------- (CUSIP Number) Stephen V. Burger Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1999 ------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of 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 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). CUSIP No. 91529Y 10 6 1 NAME OF REPORTING PERSON: CHARLOTTE MACLELLAN HEFFNER I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): NOT APPLICABLE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES NUMBER OF 7 SOLE VOTING POWER: 1,760,875 SHARES* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 14,963,601 SHARES OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 676,045 SHARES* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 16,138,571 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 16,814,616 SHARES* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.03% 14 TYPE OF REPORTING PERSON: IN - -------- *Including 7,811 shares issuable upon exercise of options. - 2 - This Amendment No. 4 to the Schedule 13D of Charlotte Maclellan Heffner is being filed as a result of (i) the merger, effective June 30, 1999, of UNUM Corporation, a Delaware corporation ("UNUM"), with and into the Issuer (the "Merger"), and (ii) the reclassification, immediately prior to the Merger, of each share of the Issuer's common stock then outstanding into 0.73 of a share of the Issuer's common stock (the "Reclassification"). The Merger and Reclassification were provided for in an Agreement and Plan of Merger dated as of November 22, 1998, as amended as of May 25, 1999, between UNUM and the Issuer (the "Merger Agreement"). Item 1. Security and Issuer. ITEM 1 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: The class of equity securities to which this Statement relates is the Common Stock, par value $.10 per share (the "Common Stock"), of UNUMProvident Corporation, a Delaware corporation (the "Issuer"). Prior to the effectiveness of the Merger and the Reclassification, the Issuer's name was Provident Companies, Inc. and the par value of the Common Stock was $1.00 per Share. The principal executive offices of the Issuer are located at 2211 Congress Street, Portland, Maine 04122. Item 2. Identity and Background ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: The person filing this Statement is Charlotte M. Heffner ("Mrs. Heffner"). Mrs. Heffner, a citizen of the United States, is not presently employed. Her residence address is 1991 West Paces Ferry Road, N.W., Atlanta, Georgia 30327-2515. Mrs. Heffner was a director of the Issuer until June 30, 1999. During the last five years, Mrs. Heffner has not been convicted in any criminal proceeding, nor has she been a party to a civil proceeding as a result of which she was or is - 3 - subject to a judgment, decree or final order either enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 4. Purpose of the Transaction ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO ADD THE FOLLOWING: Pursuant to the Merger Agreement, the Issuer identified Mrs. Heffner to UNUM as a person who in the Issuer's opinion was, at the time the Merger Agreement was submitted for adoption by the stockholders of the Issuer, an "affiliate" of the Company for purposes of qualifying the Merger for pooling-of-interests accounting treatment. Accordingly, as provided in the Stockholders Agreement (see Amendment No. 3 to this Statement), Mrs. Heffner delivered to UNUM an affiliate letter in the form provided in the Merger Agreement (the "Affiliate Letter"). In the Affiliate Letter, Mrs. Heffner represented and covenanted that she has not disposed of, and will not dispose of, any shares of Common Stock in a manner that might adversely affect the qualification of the Merger as a pooling-of-interests. Specifically, Mrs. Heffner covenanted that she will not sell, transfer or otherwise dispose of any Common Stock held by her until after such time as results covering at least 30 days of the post-Merger combined operations of the Issuer and UNUM have been published by the Issuer, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 10-K, 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations, except as would not otherwise reasonably be expected to adversely affect the qualification of the Merger as a pooling-of-interests. - 4 - The same Affiliate Letter was also signed, in each case with Mrs. Heffner's consent as a co-trustee, by The Maclellan Foundation, Inc. (the "Foundation") (see paragraph (2) of Item 5(a) and (b) below) and two trusts -- the R.J. Maclellan Trust for the Hugh O. Maclellan, Sr. Family and the Cora L. Maclellan Trust for the Hugh O. Maclellan, Sr. Family (collectively, the "Maclellan Trusts") (see paragraph (3) of Item 5(a) and (b) below). * * * Apart from the foregoing, Mrs. Heffner currently has no plan or proposal which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; - 5 - (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) and (b) Mrs. Heffner is the beneficial owner of an aggregate of 16,814,616 shares of Common Stock, or approximately 7.03% of the 239,292,685 shares of Common Stock which, the Issuer's transfer agent has advised Mrs. Heffner, were outstanding on July 23, 1999 (plus the 7,811 issuable shares referred to in paragraph (1) below). Of these shares, Mrs. Heffner: (1) is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 676,045 shares of Common Stock, including 7,811 shares issuable to her upon exercise of options granted to her when she was a non-employee director of the Issuer; (2) may be deemed an indirect beneficial owner of 11,095,045 shares of Common Stock held by the Foundation, of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co-trustees Ronald W. Blue, Frank A. - 6 - Brock, G. Richard Hostetter, Hugh O. Maclellan, Jr., Kathrina H. Maclellan, Robert H. Maclellan and A.S. MacMillan; (3) may be deemed an indirect beneficial owner of 1,829,516 shares of Common Stock held by the Maclellan Trusts, of which Mrs. Heffner is a trustee and as such shares voting power over such shares with co-trustees Hugh O. Maclellan, Jr. and Thomas H. McCallie, III and shares dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr., Thomas H. McCallie, III and SunTrust Bank Chattanooga, N.A.; (4) may be deemed an indirect beneficial owner of 1,193,546 shares of Common Stock held by six trusts of which Mrs. Heffner is a trustee and as such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr., Lee S. Anderson and John C. Stophel; (5) may be deemed an indirect beneficial owner of 216,576 shares of Common Stock held by two trusts of which Mrs. Heffner is a trustee and as such has sole voting power over such shares and shares dispositive power over such shares with co-trustee SunTrust Bank Chattanooga, N.A.; (6) may be deemed an indirect beneficial owner of 646,350 shares of Common Stock held by the Hugh and Charlotte Maclellan Charitable Trust, of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co- trustees Lee S. Anderson, Frank A. Brock, Henry A. Henegar, Hugh O. Maclellan, Jr. and John C. Stophel; - 7 - (7) may be deemed an indirect beneficial owner of 101,032 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co-trustee Hugh O. Maclellan, Jr.; (8) may be deemed an indirect beneficial owner of 98,112 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares dispositive power with co-trustees Hugh O. Maclellan, Jr. and U.S. Trust Company of Florida Savings Bank; (9) may be deemed an indirect beneficial owner of 90,140 shares of Common Stock held by two trusts of which Mrs. Heffner is a trustee and as such shares dispositive power over such shares with co-trustee Hugh O. Maclellan, Jr.; (10) may be deemed an indirect beneficial owner of 438,000 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such has sole voting power over such shares and shares dispositive power over such shares with co-trustee Richard L. Heffner; and (11) may be deemed an indirect beneficial owner of 430,254 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such has sole voting power over such shares and shares dispositive power over such shares with co-trustee SunTrust Bank Chattanooga, N.A. On the basis of the foregoing, Mrs. Heffner may be deemed to have sole voting power over 1,760,875 shares of Common Stock, shared voting power over 14,963,601 shares of Common Stock, sole dispositive power over 676,045 shares of Common Stock, and shared dispositive power over 16,138,571 shares of Common Stock. - 8 - Richard L. Heffner, Mrs. Heffner's husband, is the direct beneficial owner of 13,843 shares of Common Stock and the indirect beneficial owner, as trustee, of 34,090 shares of Common Stock. Mrs. Heffner disclaims beneficial ownership of all such shares. Certain members of the Maclellan family, including Mrs. Heffner, and trusts and charitable organizations affiliated with them have been prominent in the stock ownership and management of the Issuer and its predecessor companies since 1887. Mrs. Heffner hereby disclaims that she and other members of the Maclellan family constitute a "group" of beneficial owners of Common Stock as such term is used in Section 13(d) of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. The following information required by Item 2 of Schedule 13D is provided to the best of Mrs. Heffner's knowledge with respect to those persons named above in this Item 5 who share voting and/or dispositive power with Mrs. Heffner over any shares of Common Stock: The Maclellan Foundation, Inc. (the "Foundation"), a Tennessee corporation, is a charitable organization treated as a private foundation for federal income tax purposes. The address of its principal business and principal office is 501 Provident Building, One Fountain Square, Chattanooga, Tennessee 37402. SunTrust Bank Chattanooga, N.A. is a national banking association. The address of its principal business and principal office is the SunTrust Bank Building, 736 Market Street, Chattanooga, Tennessee 37401. SunTrust Bank Chattanooga is a wholly-owned subsidiary of SunTrust Banks, Inc., a Georgia corporation and bank holding company the principal office of which is located at 303 Peachtree Street N.E., Atlanta, Georgia 30308. Additional information - 9 - concerning SunTrust Banks, Inc. and its management can be found in the reports filed by it pursuant to Section 13(a) of the Exchange Act (Commission File No. 1-8918). U.S. Trust Company of Florida Savings Bank is a savings bank organized under the laws of Florida. The address of its principal business and principal office is 132 Royal Palm Way, Palm Beach, Florida 33480. U.S. Trust Company of Florida Savings Bank is a wholly-owned subsidiary of U.S. Trust Corporation, a New York corporation and bank holding company, the principal office of which is located at 114 West 47th Street, New York, New York 10036- 1532. Additional information concerning U.S. Trust Corporation and its management can be found in the reports filed by it pursuant to Section 13(a) of the Exchange Act (Commission File No. 1-14933). Lee S. Anderson is principally employed as Associate Publisher and Editor of the Chattanooga Free Press, the principal address of which is 400 E. 11th Street, Chattanooga, Tennessee 37402. Ronald W. Blue is principally employed as Managing Partner of Ronald Blue & Associates, a financial planning firm, the principal address of which is Suite 600, 1100 Johnson Ferry Road N.E., Atlanta, Georgia 30342. Frank A. Brock is principally employed as President of Covenant College, the principal address of which is Scenic Highway, Lookout Mountain, Georgia 30750. Richard L. Heffner is retired. His residence address is 1991 West Paces Ferry Road, N.W., Atlanta, Georgia 30327-2515. - 10 - Henry A. Henegar is principally employed as Executive Director of the Chattanooga Bible Institute, the principal address of which is 1001 McCallie Avenue, Chattanooga, Tennessee 37403. G. Richard Hostetter is principally employed by C&L Group, Inc., the principal address of which is 400 East South Street, Orlando, Florida 32801. Hugh O. Maclellan, Jr. principally serves as President of the Foundation. His business address is Provident Building, One Fountain Square, Chattanooga, Tennessee 37402. He is also a director of the Issuer, SunTrust Bank Chattanooga and Covenant Transport, Inc. Kathrina H. Maclellan is not currently employed. Her residence address is 125 Fairy Trail, Lookout Mountain, Tennessee 37350. Robert H. Maclellan is principally employed as President of Pyramid Record Group, Inc., a recording studio, the principal address of which is 1208 Lula Lake Road, Lookout Mountain, Georgia 30750. A.S. MacMillan is principally employed as Chief Executive Officer of Team Resources, Inc., which specializes in the areas of team and organizational design and development, including management consulting, management training, and organizational audits and surveys. The principal address of Team Resources, Inc. is 2100 River Edge Parkway, N.W., Suite 800, Atlanta, Georgia 30328. Mr. MacMillan is also a director of the Issuer. Thomas H. McCallie, III is principally employed as Executive Director of the Foundation. - 11 - John C. Stophel is principally employed as a partner in the law firm of Chambliss, Bahner & Stophel, P.C., the principal address of which is 1000 Tallan Building, Two Union Square, Chattanooga, Tennessee 37402. During the last five years, none of the above-listed persons, to the knowledge of Mrs. Heffner, has been convicted in any criminal proceeding, or has been a party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order either enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Each of the above-listed persons who is a natural person is, to Mrs. Heffner's knowledge, a citizen of the United States of America. (c) Neither Mrs. Heffner nor, to her knowledge, any of the persons named above in Item 5(a) and (b), effected any transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. - 12 - Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO ADD THE FOLLOWING: In February 1999, the board of trustees of the Foundation granted to Hugh O. Maclellan, Jr., as President of the Foundation, a revocable proxy to vote the shares of Common Stock held by the Foundation during 1999 and until the 2000 Annual Meeting of the Foundation. Substantially identical proxies have been granted in past years to Hugh O. Maclellan, Jr. A copy of the resolution of the Foundation's trustees conferring such proxy in 1996 was filed with Amendment No. 1 to this Statement as Exhibit 1 to this Statement and is incorporated herein by reference. The description of the Affiliate Letter appearing in Item 4 of this Amendment No. 4 is hereby incorporated by reference in this Item 6. Such description is qualified in its entirety by reference to the complete text of the Affiliate Letter, which is Exhibit 8 to this Statement. Item 7. Material to be Filed as Exhibits Exhibit 8 - Form of Affiliate Letter for the Issuer's Affiliates, filed with the Securities and Exchange Commission as Exhibit C-2 to the Merger Agreement, which is Appendix A to the Joint Proxy Statement/Prospectus constituting Part I of the Issuer's Registration Statement on Form S-4, Registration No. 333- 79781. Such form of Affiliate Letter is hereby incorporated by reference in this Statement. - 13 - SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 26, 1999 /s/Charlotte M. Heffner ----------------------- Charlotte M. Heffner - 14 - -----END PRIVACY-ENHANCED MESSAGE-----