-----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, X+8rTDcN7gouLsg71+CPrGRMA7jjprb7elIREfsuBFDO9/5uvx7nxWFHsXb0Z0p/ qFGuCNZMAmh+yN0MVJbPdg== 0000912057-95-003326.txt : 19950509 0000912057-95-003326.hdr.sgml : 19950509 ACCESSION NUMBER: 0000912057-95-003326 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950508 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-69132 FILM NUMBER: 95535467 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 207-770-4367 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 424B2 1 DEFINITIVE PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 8, 1993 $150,000,000 [LOGO] UNUM CORPORATION 8.80% MONTHLY INCOME DEBT SECURITIES* (MIDS-SM-) (JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, SERIES A) -------------- The Series A Junior Subordinated Debentures will mature on May 31, 2025. Interest on the Series A Junior Subordinated Debentures will accrue from the date of original issuance and is payable monthly in arrears on the last day of each calendar month, commencing May 31, 1995. The Series A Junior Subordinated Debentures will be redeemable at the option of the Company, in whole or in part, on or after May 11, 2000 at 100% of the principal amount redeemed together with accrued interest to the redemption date. The Series A Junior Subordinated Debentures will be represented by one or more Global Securities registered in the name of the nominee of The Depository Trust Company. Except as described herein, Series A Junior Subordinated Debentures in definitive form will not be issued. Series A Junior Subordinated Debentures will be issued only in denominations of $25 and integral multiples thereof. See "Certain Terms of the Series A Junior Subordinated Debentures." The obligations of the Company under the Series A Junior Subordinated Debentures are subordinate and junior in right of payment to Senior Indebtedness of the Company. The Series A Junior Subordinated Debentures have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. --------------------- SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION RELEVANT TO AN INVESTMENT IN THE SERIES A JUNIOR SUBORDINATED DEBENTURES, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENT OF INTEREST ON THE SERIES A JUNIOR SUBORDINATED DEBENTURES MAY BE DEFERRED AND THE RELATED FEDERAL INCOME TAX CONSEQUENCES. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------
INITIAL PUBLIC UNDERWRITING PROCEEDS TO OFFERING PRICE DISCOUNT(1) COMPANY(2)(3) --------------------- --------------------- --------------------- Per Series A Junior Subordinated Debenture............ 100% 3.15% 96.85% Total................................................. $150,000,000 $4,725,000 $145,275,000 - ---------- (1) The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. (2) Before deducting estimated expenses of $300,000 payable by the Company. (3) The Company has granted to the Underwriters a 30-day option to purchase up to an additional $22,500,000 principal amount of Series A Junior Subordinated Debentures at the initial public offering price shown above, less the underwriting discount, solely to cover over-allotments. If such option is exercised in full, the total initial public offering price, underwriting discount and proceeds to Company will be $172,500,000, $5,433,750 and $167,066,250, respectively. See "Underwriting."
--------------------- The Series A Junior Subordinated Debentures are offered severally by the Underwriters, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that the Series A Junior Subordinated Debentures will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company in New York, New York, on or about May 11, 1995. * MIDS is a service mark of Goldman, Sachs & Co. GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED PAINEWEBBER INCORPORATED SMITH BARNEY INC. -------------- The date of this Prospectus Supplement is May 4, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. -------------- INVESTMENT CONSIDERATIONS Prospective purchasers of Series A Junior Subordinated Debentures should carefully review the information contained elsewhere in this Prospectus Supplement and in the accompanying Prospectus and should particularly consider the following matters: SUBORDINATION OF SERIES A JUNIOR SUBORDINATED DEBENTURES. The obligations of UNUM Corporation (the "Company") under the Series A Junior Subordinated Debentures are subordinate and junior in right of payment to Senior Indebtedness of the Company. As of March 31, 1995, outstanding Senior Indebtedness of the Company aggregated approximately $620 million. The Company is an insurance holding company whose principal assets are its interests in its subsidiaries. The Company's sources of funds, including funds to pay interest on the Series A Junior Subordinated Debentures, include cash dividends and other payments from such subsidiaries and borrowings by the Company. The rights of the creditors of the Company, including holders of Series A Junior Subordinated Debentures, to participate in the assets of any subsidiary upon the subsidiary's liquidation or reorganization would be subject to the prior claims of such subsidiary's creditors, including its insureds. There are no terms in the Series A Junior Subordinated Debentures that limit the Company's ability to incur additional indebtedness, including indebtedness that ranks senior to the Series A Junior Subordinated Debentures, or the ability of its subsidiaries to incur additional indebtedness. See "Certain Terms of the Series A Junior Subordinated Debentures--Subordination" in this Prospectus Supplement and "Description of Debt Securities-- Subordination" in the accompanying Prospectus. NON-APPLICABILITY OF CERTAIN COVENANTS AND EVENTS OF DEFAULT. The Indenture covenant provisions described in the accompanying Prospectus under the caption "Description of Debt Securities--Certain Covenants in Indenture", and the Indenture provisions regarding events of default relating to cross acceleration and to bankruptcy, insolvency or reorganization of any Restricted Subsidiary, shall not apply to the Series A Junior Subordinated Debentures. OPTION TO EXTEND INTEREST PAYMENT PERIOD. The Company has the right under the Indenture to extend the interest payment period from time to time on the Series A Junior Subordinated Debentures to a period not exceeding 60 consecutive months, and, as a consequence, monthly interest payments on the Series A Junior Subordinated Debentures would be deferred (but would continue to accrue with interest thereon) during any such extended interest payment period. In the event that the Company exercises this right, the Company may not declare or pay dividends on, or redeem, purchase or acquire, any of its capital stock, which includes the Company's common stock, during any such extended interest payment period. Therefore, the Company believes that the extension of an interest payment period on the Series A Junior Subordinated Debentures is unlikely. Prior to the termination of any such extension period, the Company may further extend the interest payment period. Any extension period together, if extended, with all such previous and further extensions thereof, (i) will terminate on an Interest Payment Date and (ii) may not exceed 60 consecutive months or extend beyond the maturity of the Series A Junior Subordinated Debentures. Upon the termination of any extension period and the payment of all amounts then due, the Company may select a new extension period, subject to the above requirements. See "Certain Terms of the Series A Junior Subordinated Debentures--Option to Extend Interest Payment Period." Should an extended interest payment period occur, a holder of the Series A Junior Subordinated Debentures will continue to accrue income for United States federal income tax purposes even though interest is not being paid on a current basis. As a result, such holder will include such interest in gross income for United States federal income tax purposes in advance of the receipt of cash, and will not receive the cash from the Company related to such income if such holder disposes of his or her Series A Junior Subordinated Debentures prior to the record date for payment of interest. See "United States Taxation--United States Holders." CERTAIN TRADING CHARACTERISTICS OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES. The Series A Junior Subordinated Debentures have been approved for listing as an equity security on the New York Stock Exchange, subject to official notice of issuance. Accordingly, the Series A Junior Subordinated Debentures are expected to trade "flat"; thus, purchasers will not pay and sellers will not receive any accrued and unpaid interest on the Series A Junior Subordinated Debentures that is not included in the trading price. However, for United States federal income tax purposes, interest on the Series A Junior Subordinated Debentures is included in income as it accrues, rather than when it is paid. See "United States Taxation--United States Holders." S-2 THE COMPANY The Company is a Delaware corporation organized in 1985 as an insurance holding company. The Company and its subsidiaries ("UNUM") are the leading provider of group long term disability insurance in the United States and the United Kingdom. UNUM is also a major provider of employee benefits, individual disability insurance and specialty accident and health reinsurance. UNUM also markets long term care and retirement income products. The operations of the following subsidiaries account for substantially all of UNUM's consolidated assets and revenues: UNUM Life Insurance Company of America ("UNUM America"), the leading provider of group disability insurance in the nation and a provider of employee benefits, long term care and retirement products; First UNUM Life Insurance Company (New York state only); Commercial Life Insurance Company, a leader in special risk insurance and professional association insurance marketing; UNUM Limited, the leading group disability insurance provider in the United Kingdom; Duncanson & Holt, Inc., a leading accident and health reinsurance underwriting manager; Colonial Life & Accident Insurance Company, the leader in payroll-deducted, voluntary employee benefits offered to employees at their worksites; and UNUM Japan Accident Insurance Company Limited. UNUM is based in Portland, Maine and through its affiliates has operations in North America, the United Kingdom and the Pacific Rim. BUSINESS SEGMENTS UNUM reports its operations principally in four business segments: Disability Insurance, Special Risk Insurance, Colonial Products and Retirement Products. The Company began reporting its operations in these business segments effective January 1, 1995. For comparative purposes, the information for periods prior thereto appearing elsewhere in this Prospectus Supplement has been restated to reflect reporting in these segments. The information in the accompanying Prospectus has not been restated. DISABILITY INSURANCE SEGMENT. The Disability Insurance segment includes disability products offered in North America, the United Kingdom and Japan including: group long term disability, individual disability, short term disability, association group disability, disability reinsurance and long term care insurance. Group long term disability insurance ("Group LTD") is the Disability Insurance segment's principal product. Since 1976, UNUM has been the United States' leading provider of Group LTD according to EMPLOYEE BENEFIT PLAN REVIEW, a recognized industry publication. SPECIAL RISK INSURANCE SEGMENT. The Special Risk Insurance segment includes group life, special risk accident insurance, non-disability reinsurance operations, reinsurance underwriting management operations and other special risk insurance products, including accidental death and dismemberment and dental insurance. COLONIAL PRODUCTS SEGMENT. The Colonial Products segment includes Colonial Companies, Inc. and subsidiaries, which offer payroll-deducted, voluntary employee benefits including personal accident and sickness, cancer and life insurance products to employees at their worksites. RETIREMENT PRODUCTS SEGMENT. The Retirement Products segment includes tax sheltered annuities and products which are no longer actively marketed by UNUM including guaranteed investment contracts, deposit administration accounts and 401(k) plans. The Company's principal executive offices are located at 2211 Congress Street, Portland, Maine 04122 and its telephone number is (207) 770-2211. S-3 SELECTED CONSOLIDATED FINANCIAL DATA
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, -------------------- ---------------------------------------------------------------------- 1995 1994(A) 1994(A) 1993 1992 1991 1990 --------- --------- --------- ------------ ------------ --------- ------------ (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) INCOME STATEMENT DATA Revenues Premiums......................... $ 734.0 $ 652.7 $ 2,721.3 $ 2,474.1 $ 2,142.4 $ 1,938.9 $ 1,700.8 Net investment income(b)......... 202.8 203.0 815.8 839.8 850.7 811.6 751.1 Fees and other income............ 18.3 19.4 75.5 83.1 55.4 34.0 24.7 --------- --------- --------- ------------ ------------ --------- ------------ Total revenues..................... 955.1 875.1 3,612.6 3,397.0 3,048.5 2,784.5 2,476.6 Benefits and expenses Benefits to policyholders........ 571.8 479.3 2,239.0 1,775.7 1,532.6 1,387.1 1,246.0 Interest credited................ 57.1 61.0 242.7 281.0 328.4 357.7 353.5 Operating expenses............... 171.1 163.4 713.0 675.6 590.9 554.8 453.6 Commissions...................... 92.1 87.9 355.9 326.8 298.9 258.8 211.5 Increase in deferred policy acquisition costs............... (29.7) (30.6) (155.3) (135.1) (111.7) (104.8) (71.2) Interest expense................. 7.3 3.3 18.7 12.7 10.9 11.3 4.5 --------- --------- --------- ------------ ------------ --------- ------------ Total benefits and expenses........ 869.7 764.3 3,414.0 2,936.7 2,650.0 2,464.9 2,197.9 --------- --------- --------- ------------ ------------ --------- ------------ Income before income taxes and cumulative effects of accounting changes........................... 85.4 110.8 198.6 460.3 398.5 319.6 278.7 Income taxes....................... 22.0 33.7 43.9 148.3 107.3 74.3 60.9 --------- --------- --------- ------------ ------------ --------- ------------ Income before cumulative effects of accounting changes................ 63.4 77.1 154.7 312.0 291.2 245.3 217.8 --------- --------- --------- ------------ ------------ --------- ------------ Cumulative effects of accounting changes........................... -- -- -- (12.1) -- -- -- --------- --------- --------- ------------ ------------ --------- ------------ Net income......................... $ 63.4 $ 77.1 $ 154.7 $ 299.9 $ 291.2 $ 245.3 $ 217.8 --------- --------- --------- ------------ ------------ --------- ------------ --------- --------- --------- ------------ ------------ --------- ------------ BALANCE SHEET DATA (at end of period) Assets............................. $13,416.8 $12,597.0 $13,127.2 $12,437.3 $ 11,959.8 $11,310.9 $ 10,063.4 Short-term debt.................... $ 369.6 $ 138.7 $ 246.6 $ 110.0 $ 122.7 $ 150.1 $ 39.5 Long-term debt..................... $ 180.8 $ 138.5 $ 182.1 $ 128.6 $ 77.2 $ 51.5 $ 77.2 Stockholders' equity............... $ 2,033.1 $ 2,108.6 $ 1,915.4 $ 2,102.7 $ 2,010.9 $ 1,755.5 $ 1,490.1 OTHER DATA Earnings per share................. $ 0.87 $ 1.02 $ 2.09 $ 3.81(c) $ 3.71 $ 3.15 $ 2.73 Dividends paid per share........... $ 0.24 $ 0.20 $ 0.92 $0.76 1/2 $ 0.62 1/2 $ 0.49 $ 0.37 1/2 Book value per share............... $ 28.01 $ 27.90 $ 26.45 $ 27.67 $ 25.44 $ 22.46 $ 19.24 Number of shares (millions): Shares outstanding............... 72.6 75.6 72.4 76.0 79.1 78.2 77.4 Weighted average shares outstanding..................... 72.5 75.6 74.2 78.8 78.5 77.8 79.9 Ratio of earnings to fixed charges(d)........................ 9.5 19.8 7.7 20.0 19.1 14.0 19.6 - ------------------ (a) Certain 1994 amounts have been reclassified in 1995. Amounts for years prior to 1994 have not been reclassified because the effects of such reclassification would not be material. (b) Net investment income is comprised of investment income (net of expenses) and net realized investment gains. (c) Earnings per share before cumulative effects of accounting changes was $3.96. Effective January 1, 1993, the Company adopted Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions", which decreased net income by $0.40 per share, and Financial Accounting Standard No. 109, "Accounting for Income Taxes", which increased net income by $0.25 per share. (d) For purposes of computing the ratio of earnings to fixed charges, earnings as adjusted consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense and the estimated interest portion of rent expense.
S-4 RECENT DEVELOPMENTS Revenues for each of the Company's business segments and Corporate for the three months ended March 31, 1995, and 1994, and the fiscal years ended December 31, 1994, and 1993, were as follows:
MARCH 31, DECEMBER 31, --------------- ------------------ 1995 1994(A) 1994(A) 1993 ------ ------- -------- -------- (DOLLARS IN MILLIONS) Disability Insurance.................... $559.4 $499.7 $2,116.5 $1,917.7 Special Risk Insurance.................. 180.5 158.8 647.8 594.2 Colonial Products....................... 127.0 116.4 473.9 448.8 Retirement Products..................... 86.4 97.6 369.4 430.1 Corporate(b)............................ 1.8 2.6 5.0 6.2 ------ ------- -------- -------- Total revenues...................... $955.1 $875.1 $3,612.6 $3,397.0 ------ ------- -------- -------- ------ ------- -------- -------- - ------------------ (a) Certain 1994 amounts have been reclassified in 1995. Amounts for 1993 have not been reclassified because the effects of such reclassification would not be material. (b) Corporate includes transactions that are generally non-insurance related.
Income (loss) before income taxes and cumulative effects of accounting changes for each of the Company's business segments and Corporate for the three months ended March 31, 1995, and 1994, and the fiscal years ended December 31, 1994, and 1993, were as follows:
MARCH 31, DECEMBER 31, ------------- -------------- 1995 1994 1994 1993 ----- ------ ------ ------ (DOLLARS IN MILLIONS) Disability Insurance.................... $50.8 $ 67.6 $ 56.2 $314.1 Special Risk Insurance.................. 17.0 17.7 65.9 38.9 Colonial Products....................... 17.1 15.8 62.7 70.4 Retirement Products..................... 6.7 13.4 42.0 54.3 Corporate(a)............................ (6.2) (3.7) (28.2) (17.4) ----- ------ ------ ------ Total income before income taxes and cumulative effects of accounting changes.............................. $85.4 $110.8 $198.6 $460.3 ----- ------ ------ ------ ----- ------ ------ ------ - ------------------ (a) Corporate includes transactions that are generally non-insurance related.
FIRST QUARTER 1995 RESULTS. During the first quarter 1995, UNUM reported decreased income before income taxes, as compared with the same period in 1994, which was primarily attributable to unfavorable claims experience in certain disability businesses reported in the Disability Insurance segment, decreased interest spread margins on tax sheltered annuity products as reported in the Retirement Products segment and increased interest expense as reported in Corporate. During the first quarter of 1995, UNUM Limited's group long term disability business was adversely affected by the continuation of unfavorable claims experience, which began to emerge in late 1994. Management is evaluating this unfavorable claims experience in the United Kingdom to determine the need for pricing actions, changes in underwriting standards or risk management programs. Operating earnings (income before income taxes excluding net realized investment gains and, for the fourth quarter of 1994, the restructuring charge discussed below) for both the group long term and individual disability businesses in the first quarter of 1995 showed improvement over the fourth quarter of 1994. 1994 RESULTS. UNUM reported decreased income before income taxes for the year ended December 31, 1994, compared to the prior year, primarily as a result of unfavorable claims experience in North America of two of UNUM's largest product lines, individual disability and Group LTD, as reported in the Disability Insurance segment. S-5 Throughout 1994 UNUM's individual disability business in the United States experienced a higher incidence of new claims and a disproportionate number of large claims that management has attributed to certain geographical and occupational segments, particularly physicians. As a result, in 1994 UNUM increased reserves for existing claims by $83.3 million and established a reserve for future estimated losses of $109.1 million. These increased reserves reflect management's current expectations for morbidity trends for the existing individual disability business, as reported in the Disability Insurance segment. This reserve strengthening resulted in an increase to benefits to policyholders in UNUM's consolidated statement of income of $192.4 million and a decrease in net income of $125.1 million, or $1.69 per share, for the year ended December 31, 1994. It is not possible to predict whether morbidity trends will be consistent with UNUM's current assumptions. In the fourth quarter of 1994, UNUM decided to stop selling non-cancellable disability income policies in the United States and recorded a $12.3 million restructuring charge related to such action. UNUM's North American group long term disability results, as reported in the Disability Insurance segment, were adversely affected in 1994 by a combination of increased incidence of new claims and an increased number of large claims. Management continues to address these unfavorable claim trends by increasing prices on selected new and inforce business, implementing more stringent underwriting guidelines, and strengthening risk management programs. Management believes these actions will strengthen UNUM's ability to deal with these disability claims trends, and that the level of future earnings of the Group LTD product will be a function of the effectiveness of these continuing actions and the time required for these actions to take effect. Dividends from the Company's subsidiaries, along with other funds, are used to service the needs of the Company including: debt service, common stock dividends, stock repurchase, administrative costs and corporate development. As a result of the factors described in the preceding paragraphs, UNUM America's 1994 income as determined under statutory accounting rules and practices, which differ in certain respects from generally accepted accounting principles, was significantly reduced to $39.2 million, as compared with $165.2 million in 1993. As a result of this reduction in UNUM America's statutory earnings, the amount available under current law for payment of dividends to the Company from all U.S. domiciled insurance subsidiaries during 1995, without state insurance regulatory approval, decreased to approximately $81.3 million, as compared with $176.8 million during 1994. The Company also has the ability to draw a dividend of approximately $30 million from its United Kingdom based affiliate, UNUM Limited, subject to certain U.S. tax consequences. In addition to the foregoing subsidiary dividend capacity, as of April 26, 1995 the Company had $166.4 million available under its revolving credit facility (subject to the terms of such facility) and, following the offering of debentures contemplated hereby, $243.0 million of securities remaining for offer under a shelf registration statement filed with the Securities and Exchange Commission (subject to market conditions). For a discussion and analysis of UNUM's financial condition and results of operations, see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "10-K"), which is incorporated by reference into the accompanying Prospectus. As a result of the change effective January 1, 1995 in business segments described above under "The Company--Business Segments", the business segments reported in the 10-K differ from the business segments set forth above. USE OF PROCEEDS The Company intends to use the net proceeds from the sale of the Series A Junior Subordinated Debentures (estimated to be $145.0 million or $166.7 million if the Underwriters over-allotment option is exercised in full) to repay short-term debt (totaling approximately $368.6 million at April 26, 1995, at an average interest cost of approximately 5.89%) and for general corporate purposes. S-6 CAPITALIZATION The following table summarizes the consolidated capital structure of the Company at March 31, 1995, and as adjusted to give effect to (i) the issuance of the Series A Junior Subordinated Debentures offered hereby, assuming the over-allotment option granted to the Underwriters is not exercised and (ii) the application of the net proceeds from the sale of the Series A Junior Subordinated Debentures to repay short-term debt. See "Use of Proceeds."
MARCH 31, 1995 --------------------- ACTUAL AS ADJUSTED -------- ----------- (DOLLARS IN MILLIONS) Short-term debt, including current maturity....... $ 369.6 $ 224.6 -------- ----------- -------- ----------- Long-term debt: Medium-term notes............................... $ 180.8 $ 180.8 Series A Junior Subordinated Debentures......... -- 150.0 -------- ----------- Total long-term debt........................ 180.8 330.8 -------- ----------- Stockholders' equity: Preferred stock, par value $0.10 per share, authorized 10,000,000 shares, none issued...... -- -- Common stock, par value $0.10 per share, authorized 120,000,000 shares, issued 99,987,958 shares.............................. 10.0 10.0 Additional paid-in capital...................... 1,082.9 1,082.9 Unrealized gains on available for sale securities, net of deferred taxes.............. 110.5 110.5 Unrealized foreign currency translation adjustment..................................... (15.9) (15.9) Retained earnings............................... 1,553.2 1,553.2 Less: Treasury stock, at cost (27,404,320 shares)... 702.4 702.4 Restricted stock deferred compensation........ 5.2 5.2 -------- ----------- Total stockholders' equity.................. 2,033.1 2,033.1 -------- ----------- Total capitalization.............................. $2,213.9 $2,363.9 -------- ----------- -------- -----------
CERTAIN TERMS OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES The following description of specific terms of the Series A Junior Subordinated Debentures supplements and, in certain cases modifies, and should be read in conjunction with, the description of the general terms and provisions of the Subordinated Debt Securities set forth in the accompanying Prospectus under the caption "Description of Debt Securities." The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the description in the accompanying Prospectus (except as modified by the following summary) and the Indenture relating to Subordinated Debt Securities, dated as of May 1, 1995, between the Company and Mellon Bank, N.A., as Trustee, as supplemented by a First Supplemental Indenture, dated as of May 1, 1995 (the Subordinated Indenture, as so supplemented, is herein referred to as the "Indenture"). PRINCIPAL AMOUNT, INTEREST AND MATURITY The Series A Junior Subordinated Debentures will be issued as a series of Debt Securities under the Indenture. The Series A Junior Subordinated Debentures will be limited in aggregate principal amount to $172.5 million. The Series A Junior Subordinated Debentures are to mature on May 31, 2025 and will bear interest at the rate per annum shown in the title thereof payable monthly on the last day of each calendar month, S-7 commencing May 31, 1995, to the persons in whose names the Series A Junior Subordinated Debentures are registered at the close of business on the relevant record dates, which will be one Business Day (as hereinafter defined) prior to the relevant payment dates. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Interest will accrue from the date of original issuance to, but not including, the relevant payment date. In the event that any date on which interest is payable on the Series A Junior Subordinated Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York and any other Place of Payment are authorized or obligated by law to close. GLOBAL SECURITIES The Series A Junior Subordinated Debentures will be represented by one or more Global Securities registered in the name of the nominee of The Depository Trust Company (the "Depositary"), and will be available for purchase in denominations of $25 and any integral multiple thereof. Each Global Security will be deposited with the Depositary or a nominee thereof or custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the Indenture. Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold beneficial interests through participants. In addition, ownership of beneficial interests by participants in a Global Security will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary or its nominee. Ownership of beneficial interests in such Global Security by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in such Global Security. Payment of principal of and any premium and interest on Series A Junior Subordinated Debentures represented by any Global Security will be made to the Depositary's nominee as the registered owner and Holder of such Global Security. Neither the Company, the Trustee, nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the Depositary's or its nominee's records or any participant's records relating to or payments made on account of beneficial ownership interests in such Global Security or for maintaining, supervising or reviewing any of the Depositary's or its nominee's records or any participant's records relating to such beneficial ownership interests. A permanent Global Security is exchangeable for definitive Series A Junior Subordinated Debentures registered in the name of, and a transfer of a permanent Global Security may be registered to, any Person other than the Depositary or its nominee, only if: (a) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Company in its sole discretion determines that such Global Security shall be exchangeable for definitive Series A Junior Subordinated Debentures in registered form; or (c) any event shall have happened and be continuing that constitutes or, after notice or lapse of time, or both, would constitute an Event of Default with respect to the Series A Junior Subordinated Debentures. S-8 The Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities of its participating organizations ("participants") and to facilitate the clearance and settlement of securities transactions, such as transfers and pledges, among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depositary only through participants. REDEMPTION The Series A Junior Subordinated Debentures will be redeemable at the option of the Company, as a whole or in part, at any time on or after May 11, 2000 and prior to maturity, upon not less than 30 nor more than 60 days' notice, at 100% of the principal amount redeemed together with accrued interest to the redemption date. OPTION TO EXTEND INTEREST PAYMENT PERIOD The Company shall have the right at any time during the term of the Series A Junior Subordinated Debentures to extend the interest payment period from time to time to a period not exceeding 60 consecutive months (the "Extension Period"), at the end of which Extension Period the Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the Series A Junior Subordinated Debentures); provided, that, during any such Extension Period, the Company shall not declare or pay any dividend on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payments with respect to the foregoing. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Any such Extension Period together, if extended, with all such previous and further extensions thereof, (i) will terminate on an Interest Payment Date and (ii) may not exceed 60 consecutive months or extend beyond the maturity of the Series A Junior Subordinated Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may select a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. The Company shall give the holders of the Series A Junior Subordinated Debentures notice of its selection of such Extension Period ten Business Days prior to the earlier of (i) the next interest payment date or (ii) the date the Company is required to give notice to holders of the Series A Junior Subordinated Debentures (or, if applicable, to the New York Stock Exchange or other applicable self-regulatory organization) of the record or payment date of such interest payment, but in any event not less than two Business Days prior to such record date. CERTAIN COVENANTS IN THE INDENTURE The Indenture provisions described in the accompanying Prospectus under the caption "Description of Debt Securities--Certain Covenants in the Indenture" shall not apply to the Series A Junior Subordinated Debentures. SUBORDINATION The Indenture provisions described in the accompanying Prospectus under the caption "Description of Debt Securities--Subordination of Subordinated Debt Securities" shall apply to the Series A Junior Subordinated Debentures with the following modification. "Senior Indebtedness" is defined to include all amounts due on and obligations in connection with any of the following, whether outstanding S-9 on the date of execution of the Indenture or thereafter incurred or created: (a) indebtedness, obligations and other liabilities (contingent or otherwise) of the Company for money borrowed, or evidenced by bonds, debentures, notes or similar instruments; (b) reimbursement obligations and other liabilities (contingent or otherwise) of the Company with respect to letters of credit, bankers' acceptances issued for the account of the Company or with respect to interest rate protection agreements or currency exchange or purchase agreements; (c) obligations and liabilities (contingent or otherwise) in respect of leases by the Company as lessee which, in conformity with generally accepted accounting principles, are accounted for as capitalized leases on the balance sheet of the Company; (d) all direct or indirect guarantees or similar agreements in respect of, and obligations or liabilities (contingent or otherwise) to purchase or otherwise acquire or otherwise to assure a creditor against loss of the Company in respect of, indebtedness, obligations or liabilities of another Person described in clauses (a) through (c); (e) any indebtedness described in clauses (a) through (d) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by the Company, regardless of whether the indebtedness secured thereby shall have been assumed by the Company; and (f) any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (e); unless in any case in the instrument creating or evidencing such indebtedness, obligation, liability, guaranty, assumption, deferral, renewal, extension or refunding it is provided that such indebtedness, obligation, liability, guaranty, assumption, deferral, renewal, extension or refunding involved is not senior in right of payment to the Subordinated Debt Securities or that such indebtedness is pari passu with the Subordinated Debt Securities. (Section 101) EVENTS OF DEFAULT The Indenture provisions described in the accompanying Prospectus under the caption "Description of Debt Securities--Events of Default" relating to cross-acceleration (I.E., clause (d) in the first paragraph in such section) and to any bankruptcy, insolvency or reorganization of any Restricted Subsidiary (I.E., clause (e) in the first paragraph in such section as applicable to any Restricted Subsidiary) shall not apply to the Series A Junior Subordinated Debentures. DEFEASANCE The Indenture provisions relating to satisfaction and discharge and legal and covenant defeasance which are described in the accompanying Prospectus under the caption "Description of Debt Securities--Satisfaction and Discharge of Indentures" will apply to the Series A Junior Subordinated Debentures. CONCERNING THE TRUSTEE The Company maintains banking relationships in the ordinary course of business with Mellon Bank, N.A. PAYING AGENT AND REGISTRAR Mellon Bank, N.A. will act as Paying Agent and Registrar for the Series A Junior Subordinated Debentures. S-10 UNITED STATES TAXATION GENERAL This section is a summary of certain United States federal income tax considerations that may be relevant to prospective purchasers of Series A Junior Subordinated Debentures and represents the opinion of Sullivan & Cromwell, special tax counsel to the Company, insofar as it relates to matters of law and legal conclusions. This section is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed regulations thereunder and current administrative rulings and court decisions, all of which are subject to change. Subsequent changes may cause tax consequences to vary substantially from the consequences described below. No attempt has been made in the following discussion to comment on all United States federal income tax matters affecting purchasers of Series A Junior Subordinated Debentures. Moreover, the discussion focuses on holders of Series A Junior Subordinated Debentures who are individual citizens or residents of the United States that are initial purchasers and that hold the Series A Junior Subordinated Debentures as a capital asset and has only limited application to corporations, estates, trusts or non-resident aliens. Accordingly, each prospective purchaser of Series A Junior Subordinated Debentures should consult, and should depend on, his or her own tax advisor in analyzing the federal, state, local and foreign tax consequences of the purchase, ownership or disposition of Series A Junior Subordinated Debentures. UNITED STATES HOLDERS For purposes of this discussion, a "United States Holder" is a beneficial owner who or that is (i) a citizen or resident of the United States, (ii) a domestic corporation or (iii) otherwise subject to United States federal income taxation on a net income basis in respect of the Series A Junior Subordinated Debentures. Interest on Series A Junior Subordinated Debentures will be included in the income of a United States Holder as it accrues, rather than when it is paid, regardless of the United States Holder's regular method of accounting for tax purposes. United States Holders may therefore be required to include interest in income for taxable years prior to the year in which the interest is actually received. This should only be significant, however, during an Extension Period. A United States Holder who includes interest in gross income in advance of the receipt of cash may not receive the cash from the Company related to such income if such holder disposes of his or her Series A Junior Subordinated Debentures prior to the record date for payment of interest. A United States Holder will generally recognize gain or loss on the sale or retirement of a Series A Junior Subordinated Debenture equal to the difference between the amount realized from the sale or retirement and the tax basis of the Series A Junior Subordinated Debenture. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Series A Junior Subordinated Debenture has been held for more than one year. The tax basis of the Series A Junior Subordinated Debenture will generally equal the amount paid for it, increased by the amount of any accrued but unpaid interest. A portion of any amount realized from a sale between interest payment dates will be treated as a receipt of interest accrued since the last payment date, consistent with the general treatment of proceeds from the sale of debt instruments. UNITED STATES ALIEN HOLDERS For purposes of this discussion, a "United States Alien Holder" is any holder who or that is (i) a nonresident alien individual or (ii) a foreign corporation, partnership or estate or trust, in either case not subject to United States federal income tax on a net income basis in respect of a Series A Junior Subordinated Debenture. S-11 Under current United States federal income tax law, subject to the discussion below with respect to backup withholding: (i) Payments by the Company or any of its paying agents to any holder of a Series A Junior Subordinated Debenture who or that is a United States Alien Holder will not be subject to United States federal withholding tax provided that (a) the beneficial owner of the Series A Junior Sub-ordinated Debenture does not actually or constructively own 10%, or more of the total combined voting power of all classes of capital stock of the Company entitled to vote, (b) the beneficial owner of the Series A Junior Subordinated Debenture is not a controlled foreign corporation that is related to the Company through stock ownership and (c) either (x) the beneficial owner of the Series A Junior Subordinated Debenture certifies to the Company or its agent, under penalties of perjury, that it is a United States Alien Holder and provides its name and address or (y) the holder of the Series A Junior Subordinated Debenture is a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "financial institution"), and such holder certifies to the Company or its agent under penalties of perjury that such statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the Company or its agent with a copy thereof, and (ii) a United States Alien Holder of a Series A Junior Subordinated Debenture will generally not be subject to United States federal withholding tax on any gain realized on the sale or exchange of a Series A Junior Subordinated Debenture unless such holder is present in the United States for 183 days or more in the taxable year of sale and either has a "tax home" in the United States or certain other requirements are met. BACKUP WITHHOLDING AND INFORMATION REPORTING In general, information reporting requirements will apply to payments of principal and interest on a Series A Junior Subordinated Debenture, and the proceeds of the sale of a Series A Junior Subordinated Debenture prior to maturity within the United States, with respect to non-corporate United States Holders, and "backup withholding" at a rate of 31% will apply to such payments if the United States Holder fails to provide an accurate taxpayer identification number or to report all interest and dividends required to be shown on its federal income tax returns. Information reporting and backup withholding will not apply to payments of principal and interest made by the Company or a paying agent to a United States Alien Holder on a Series A Junior Subor-dinated Debenture if the certification described in clause (i) (c) under "United States Alien Holders" above is received, provided that the payor does not have actual knowledge that the holder is a United States Holder. Payments of the proceeds from the sale by a United States Alien Holder of a Series A Junior Subordinated Debenture made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes or a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, information reporting may apply to such payments. Payments of proceeds from the sale of a Series A Junior Subordinated Debenture to or through the United States office of a broker is subject to information reporting and backup withholding unless the United States Allen Holder or beneficial owner certifies as to its non-United States status or otherwise establishes an exemption from information reporting and backup withholding. S-12 UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement and the Pricing Agreement, the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters, for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, PaineWebber Incorporated and Smith Barney Inc. are acting as representatives, have severally agreed to purchase, the principal amount of Series A Junior Subordinated Debentures set forth opposite its name below:
UNDERWRITER PRINCIPAL AMOUNT ---------------- Goldman, Sachs & Co. ............................. $ 20,812,500 Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................... 20,812,500 Morgan Stanley & Co. Incorporated................. 20,812,500 PaineWebber Incorporated.......................... 20,812,500 Smith Barney Inc.................................. 20,812,500 CS First Boston Corporation....................... 2,625,000 Alex. Brown & Sons Incorporated................... 2,625,000 Dillon, Read & Co. Inc............................ 2,625,000 A.G. Edwards & Sons, Inc.......................... 2,625,000 Kemper Securities, Inc............................ 2,625,000 Lehman Brothers Inc............................... 2,625,000 Oppenheimer & Co., Inc............................ 2,625,000 Prudential Securities Incorporated................ 2,625,000 The Robinson-Humphrey Company, Inc................ 2,625,000 Salomon Brothers Inc.............................. 2,625,000 Advest, Inc....................................... 937,500 Dain Bosworth Incorporated........................ 937,500 Fahnestock & Co. Inc.............................. 937,500 Interstate/Johnson Lane Corporation............... 937,500 Janney Montgomery Scott Inc....................... 937,500 Kennedy, Cabot & Co............................... 937,500 Legg Mason Wood Walker, Incorporated.............. 937,500 McDonald & Company Securities, Inc................ 937,500 Morgan Keegan & Company, Inc...................... 937,500 Olde Discount Corporation......................... 937,500 Piper Jaffray Inc................................. 937,500 Principal Financial Securities, Inc............... 937,500 Pryor, McClendon, Counts & Co., Inc............... 937,500 Rauscher Pierce Refsnes, Inc...................... 937,500 Raymond James & Associates, Inc................... 937,500 Sutro & Co. Incorporated.......................... 937,500 Trilon International Inc.......................... 937,500 Tucker Anthony Incorporated....................... 937,500 U.S. Clearing Corp................................ 937,500 Wedbush Morgan Securities......................... 937,500 Wheat, First Securities, Inc...................... 937,500 ---------------- Total......................................... $150,000,000 ---------------- ----------------
The Company has granted the Underwriters an option exercisable for 30 days after the date of this Prospectus Supplement to purchase up to $22,500,000 principal amount of Series A Junior Subordinated Debentures to cover over-allotments, if any, at the initial public offering price, less the underwriting S-13 discount, as set forth in this Prospectus Supplement. If the Underwriters exercise their over-allotment option, the Underwriters have severally agreed, subject to certain conditions, to purchase approximately the same percentage thereof that the principal amount of Series A Junior Subordinated Debentures to be purchased by each of them, as shown in the foregoing table, bears to the aggregate principal amount of Series A Junior Subordinated Debentures. The Underwriters may exercise such option only to cover over-allotments in connection with the sale of Series A Junior Subordinated Debentures. Under the terms and conditions of the Underwriting Agreement and the Pricing Agreement, the Underwriters are committed to take and pay for all of the Series A Junior Subordinated Debentures, if any are taken. The Underwriters propose to offer the Series A Junior Subordinated Debentures in part directly to the public at the initial public offering price set forth on the cover page of this Prospectus Supplement and in part to certain dealers at such price less a concession of 2.0% of the principal amount of the Series A Junior Subordinated Debentures. The Underwriters may allow, and such dealers may reallow, a concession not to exceed 1.0% of the principal amount of the Series A Junior Subordinated Debentures to certain brokers and dealers. After the Series A Junior Subordinated Debentures are released for sale to the public, the offering price and other selling terms may from time to time be varied by the representatives. The Series A Junior Subordinated Debentures are a new issue of securities with no established trading market prior to this offering. The Series A Junior Subordinated Debentures have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. Trading of the Series A Junior Subordinated Debentures on the New York Stock Exchange is expected to commence within two business days after the initial delivery of the Series A Junior Subordinated Debentures. The Company has been advised by the representatives that they intend to make a market in the Series A Junior Subordinated Debentures prior to the commencement of trading on the New York Stock Exchange, but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Series A Junior Subordinated Debentures. Certain of the Underwriters have provided various investment banking services to the Company and its affiliates from time to time, for which they have received customary compensation. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. LEGAL MATTERS The validity of the Series A Junior Subordinated Debentures will be passed upon for the Company by Kevin J. Tierney, Senior Vice President, Secretary and General Counsel of the Company and by Skadden, Arps, Slate, Meagher & Flom, New York, New York with respect to certain matters of New York law, and for the Underwriters by Sullivan & Cromwell, New York, New York. Mr. Tierney owns less than one percent of the Company's Common Stock. Statements as to United States taxation in the Prospectus Supplement under the caption "United States Taxation" have been passed upon for the Company by Sullivan & Cromwell, who are also serving as special tax counsel to the Company, and are stated herein on their authority. S-14 - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. -------------- TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE --------- Investment Considerations..................... S-2 The Company................................... S-3 Selected Consolidated Financial Data.......... S-4 Recent Developments........................... S-5 Use of Proceeds............................... S-6 Capitalization................................ S-7 Certain Terms of the Series A Junior Subordinated Debentures...................... S-7 United States Taxation........................ S-11 Underwriting.................................. S-13 Legal Matters................................. S-14
PROSPECTUS Available Information......................... 2 Incorporation of Certain Documents by Reference................................. 2 The Company................................... 3 Selected Consolidated Financial Data of the Company...................................... 5 Selected Consolidated Segment Income Statement Data of the Company.......................... 6 Use of Proceeds............................... 7 Description of Debt Securities................ 7 Description of Capital Stock.................. 15 Description of Preferred Stock................ 16 Description of Common Stock................... 17 Description of Warrants....................... 23 Foreign Currency Risks........................ 24 Plan of Distribution.......................... 25 Validity of the Securities.................... 26 Experts....................................... 26
$150,000,000 UNUM CORPORATION 8.80% MONTHLY INCOME DEBT SECURITIES (MIDS-SM-) (JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, SERIES A) ------------------------ [LOGO] ------------------------ GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY & CO. INCORPORATED PAINEWEBBER INCORPORATED SMITH BARNEY INC. REPRESENTATIVES OF THE UNDERWRITERS - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----