-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Vx3lQcDtmum9s4yanvECchsSn8VBFPEe9WEWrXzFGZGAXE3hAkeavpMVPcRGownE 60bqK2pkezJ24zK/TNvaqA== 0000795581-94-000010.txt : 19940321 0000795581-94-000010.hdr.sgml : 19940321 ACCESSION NUMBER: 0000795581-94-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940318 19940406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: 6321 IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52741 FILM NUMBER: 94516819 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 2077702211 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 S-8 1 UNUM CORPORATION REGISTRATION STATEMENT ON FORM S8 As filed with the Securities and Exchange Commission on March 18, 1994. Registration No. 33-_________ ____________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________________ UNUM CORPORATION (Exact name of issuer as specified in its charter) Delaware 01-0405657 (State of incorporation) (I.R.S. Employer Identification No.) 2211 Congress Street Portland, Maine 04122 (Address of Principal Executive Office) (Zip Code) _______________________ UNUM CORPORATION 1990 LONG-TERM STOCK INCENTIVE PLAN (Full Title of the Plan) KEVIN J. TIERNEY, Esquire Secretary UNUM CORPORATION 2211 Congress Street Portland, Maine 04122 (207) 770-4363 (Name, address and telephone number of agent for service) ____________________________________________________________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Aggregate Aggregate Amount of To Be To Be Offering Offering Registration Registered Registered Price Per Share (1) Price (1) Fee ____________________________________________________________________________ Common Stock 3,300,000 $56.938 $187,895,400.00 $64,791.97 $.10 Par Value (1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the maximum aggregate offering price was calculated, for the shares of common stock that may be purchased under the Plan, based on the average of the high and low prices of such common stock as reported on the New York Stock Exchange on March 16, 1994. AMENDMENTS TO THE 1990 LONG-TERM STOCK INCENTIVE PLAN The Plan was amended to provide for the following changes: Date of Amendment Purpose of Amendment 12/13/90 To add sub-section 12(k) which authorizes the Committee to grant Awards to eligible Participants relative to surrendering of existing rights under this or other Employer benefit plan. 2/14/92 To reflect the two-for-one split of the Corporation's Common Stock, which was approved by the Corporation's Board of Directors on 2/14/92 with a payment date of the split of 3/9/92. 9/11/92 To allow Optionees to elect to pay the exercise price and taxes due for Options by having the shares of Common Stock to be issued by the Corporation to be sold by a broker in a manner that meets the requirements of 12 C.F.R. Section 220. 3/12/93 To increase the maximum number of shares of Common Stock which may be issued pursuant to the Plan from 3,500,000 to 6,800,000. This information has been updated by way of a new supplement to the prospectus. A copy of the 1990 Long-Term Stock Incentive Plan was filed as Exhibit 4 in the Registration Statement previously filed with the Securities and Exchange Commission on December 14, 1990, as Registration No. 33-38225. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The information contained in the Registration Statement with the Securities and Exchange Commission on December 14, 1990, as Registration No. 33-38225, is incorporated herein by reference. 8. Exhibits Exhibit No. Description 5 Opinion of Counsel 15 Acknowledgments of Independent 15.1 Accountants 23 Consent of Independent Accountants 24 Power of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Portland, Maine, on the 18th day of March, 1994. UNUM Corporation By: /s/ James F. Orr III James F. Orr III, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the date indicated. Signature Title Date /s/ Rodney N. Hook Chief Financial Officer March 18, 1994 Rodney N. Hook /s/ Stephen D. Roberts Vice President and March 18, 1994 Stephen D. Roberts Controller * Director March 18, 1994 Gayle O. Averyt * Director March 18, 1994 Kenneth S. Axelson * Director March 18, 1994 Robert E. Dillon, Jr. * Director March 18, 1994 Gwain H. Gillespie * Director March 18, 1994 Ronald E. Goldsberry Signature Title Date * Director March 18, 1994 Donald W. Harward * Director March 18, 1994 Cynthia A. Montgomery * Director March 18, 1994 James L. Moody, Jr. * Director March 18, 1994 Lawrence R. Pugh * Director March 18, 1994 Lois Dickson Rice * Director March 18, 1994 John W. Rowe * Director March 18, 1994 Robert L. Swiggett * John-Paul DeRosa, by signing his name hereto, does sign this document on behalf of the person indicated above pursuant to a power of attorney duly executed by such person and filed as an exhibit to this Registration Statement. /s/ John-Paul DeRosa John-Paul DeRosa Assistant Secretary Attorney-in-Fact Dated: March 18, 1994 EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page 5 Opinion of Counsel 8 15 Acknowledgment of Independent 9 15.1 Accountants 10 23 Consent of Independent Accountants 11 24 Power of Attorney 12 EXHIBIT 5 March 18, 1994 UNUM Corporation 2211 Congress Street Portland, ME 04122 Gentlemen: As counsel and Secretary for UNUM Corporation, a Delaware corporation (the "Company"), I am familiar with the company's 1990 Long-Term Stock Incentive Plan (the "Plan") and the registration under the Securities Act of 1933 on Form S-8 of the 3,300,000 shares of Common Stock, $.10 par value per share, of the Company (the "Shares") reserved for issuance under the Plan. Based upon my examination of the Plan and such other documents as I have deemed relevant hereto, I am of the opinion that the Shares, when issued and paid for pursuant to the Plan, will be validly issued and outstanding, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit no. 5 to the Registration Statement on Form S-8 relating to the Shares and the Plan. Very truly yours, /s/ Kevin J. Tierney Kevin J. Tierney General Counsel EXHIBIT 15 ERNST & YOUNG LETTERHEAD March 17, 1994 To the Directors and Stockholders UNUM Corporation Portland, Maine We are aware of the incorporation by reference in the Registration Statement (Form S-8) of UNUM Corporation pertaining to the 1990 Long-Term Stock Incentive Plan of UNUM Corporation, of our reports dated April 28, 1993 and July 23, 1993 relating to the unaudited consolidated interim financial statements of UNUM Corporation and subsidiaries which are included in its Forms 10-Q for the quarters ended March 31, 1993 and June 30, 1993. Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. EXHIBIT 15.1 COOPERS & LYBRAND LETTERHEAD Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 We are aware that our report dated October 22, 1993 on our review of interim financial information of UNUM Corporation for the three-month and nine- month periods ended September 30, 1993, and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Registration Statement (Form S-8) pertaining to the 1990 Long-Term Stock Incentive Plan of UNUM Corporation. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by accountants within the meaning of Section 7 and 11 of that Act. March 18, 1994 EXHIBIT 23 ERNST & YOUNG LETTERHEAD CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of UNUM Corporation on Form S-8 pertaining to the 1990 Long-Term Stock Incentive Plan of UNUM Corporation of our report dated March 26, 1993, with respect to the supplemental consolidated financial statements and schedules of UNUM Corporation and subsidiaries included in the Current Report (Form 8-K) dated September 21, 1993, filed with the Securities and Exchange Commission. March 17, 1994 Boston, Massachusetts EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign a Registration Statement on Form S-8 pursuant to the Securities Act of 1933 in order to register an additional 3,300,000 shares of the Corporation's Common Stock under said Act for issuance under the Corporation's 1990 Long-Term Stock Incentive Plan, and any or all amendments to such Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Witness our signatures on the date set forth below: Signature Title Date /s/ Gayle O. Averyt Director December 9, 1993 Gayle O. Averyt /s/ Kenneth S. Axelson Director December 9, 1993 Kenneth S. Axelson /s/ Robert E. Dillon, Jr. Director December 9, 1993 Robert E. Dillon, Jr. /s/ Gwain H. Gillespie Director December 9, 1993 Gwain H. Gillespie Signature Title Date /s/ Ronald E. Goldsberry Director December 9, 1993 Ronald E. Goldsberry /s/ Donald W. Harward Director December 9, 1993 Donald W. Harward /s/ Cynthia A. Montgomery Director December 9, 1993 Cynthia A. Montgomery /s/ James L. Moody, Jr. Director December 9, 1993 James L. Moody, Jr. /s/ Lawrence R. Pugh Director December 9, 1993 Lawrence R. Pugh /s/ Lois Dickson Rice Director December 9, 1993 Lois Dickson Rice /s/ John W. Rowe Director December 9, 1993 John W. Rowe /s/ Robert L. Swiggett Director December 9, 1993 Robert L. Swiggett -----END PRIVACY-ENHANCED MESSAGE-----