-----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, IOOrlYVCZFHvAlq6xjh0N1M4++sNmP/ASbZMiCHYBh/dVx+1q/+Y1Ahh4FKRV1mX OadycDmLRAMj8xktT1kYDA== 0000950157-98-000464.txt : 19981126 0000950157-98-000464.hdr.sgml : 19981126 ACCESSION NUMBER: 0000950157-98-000464 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981125 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-09254 FILM NUMBER: 98759907 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 2077704363 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 8-A12B/A 1 AMENDMENT NO. 2 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 UNUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 01-0405657 (State of incorporation (IRS Employer or organization) Identification No.) 2211 Congress Street 04122 Portland, Maine (Zip Code) (address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of exchange on Title of each Class which each class is to to be so registered to be registered Preferred Stock New York Stock Exchange, Inc. Purchase Rights Pacific Exchange Incorporated If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: ...............(if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) 2 Item 1 of Form 8-A dated March 13, 1992 (as amended through June 21, 1996, the "Form 8-A"), of UNUM Corporation is hereby amended as follows: ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 of the Form 8-A is hereby amended by adding the following paragraph at the end of Item 1 of the Form 8-A: On November 22, 1998, UNUM Corporation (the "Company") executed an amendment (the "Amendment") to the Rights Agreement, dated as of March 13, 1992, as amended (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent. The Amendment provides that neither Provident Companies, Inc., a Delaware corporation ("Provident"), nor any of its respective Affiliates or Associates will become an Acquiring Person (as that term is defined in the Rights Agreement) as a result of the occurrence of any of the following: (i) the execution of the Agreement and Plan of Merger dated as of November 22, 1998, between the Company and Provident, (the "Merger Agreement"), the execution of the Stockholders Agreement (as defined in the Merger Agreement) or the Option Agreements (as defined in the Merger Agreement), (ii) the announcement of the Merger (as defined in the Merger Agreement), (iii) the acquisition of Common Stock of the Company pursuant to the Merger, the Merger Agreement or the Option Agreements or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement, the Stockholders Agreement or the Option Agreements. The Amendment further provides that, despite the occurrence of any of the events described under (i), (ii), (iii) or (iv) above, a Distribution Date, Triggering Event or Stock Acquisition Date (as such terms are defined in the Rights Agreement) will not occur, no Rights will separate from the shares of Common Stock or otherwise become exercisable and no adjustment will be made pursuant to Sections 11 or 13 of the Rights Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit A and incorporated herein by reference, to the Amendment No. 1 to the Rights Agreement attached as an exhibit to the Form 8-A/A filed on June 21, 1996, and to the Rights Agreement attached as an exhibit to the Form 8-A filed on March 13, 1992, and incorporated herein by reference. 3 ITEM 2. EXHIBITS. Exhibit No. Description 1.* Form of Rights Agreement, dated as of March 13, 1992, between UNUM Corporation and First Chicago Trust Company of New York which includes as Exhibit B thereto the Form of Rights Certificate. 2.** First Amendment, dated as of June 19, 1996, to the Rights Agreement. 3. Second Amendment, dated as of November 22, 1998, to the Rights Agreement. - ------------ [*Incorporated by reference to Exhibit 1 to Form 8-A filed March 18, 1992, File No. 1-09254] [**Incorporated by reference to Exhibit 2 to Amendment No. 1 to Form 8-A filed June 21, 1996, File No. 1-09254] 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 25, 1998 UNUM CORPORATION. (Registrant) By: /s/ Robert E. Broatch ----------------------------- Name: Robert E. Broatch Title: Senior Vice President & Chief Financial Officer 5 EXHIBIT INDEX Exhibit No. Description 1.* Form of Rights Agreement, dated as of March 13, 1992, between UNUM Corporation and First Chicago Trust Company of New York which includes as Exhibit B thereto the Form of Rights Certificate. 2.** First Amendment, dated as of June 19, 1996, to the Rights Agreement. 3. Second Amendment, dated as of November 22, 1998, to the Rights Agreement. - ------------ [*Incorporated by reference to Exhibit 1 to Form 8-A filed March 18, 1992, File No. 1-09254] [**Incorporated by reference to Exhibit 2 to Amendment No. 1 to Form 8-A filed June 21, 1996, File No. 1-09254] EX-4.3 2 AMENDMENT TO RIGHTS AGREEMENT Exhibit 3 UNUM CORPORATION AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT dated as of November 22, 1998 (this "Amendment") to the Rights Agreement (the "Rights Agreement") dated as of March 13, 1992, as amended, between UNUM Corporation, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, a New York banking corporation (the "Rights Agent"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement. WHEREAS the Company and Provident Companies, Inc., a Delaware corporation, have proposed to enter into an Agreement and Plan of Merger to be dated the date hereof (the "Merger Agreement"); WHEREAS the Company desires to amend the Rights Agreement to render the Rights inapplicable to the Merger (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement, the Option Agreements and the Stockholders Agreement (each as defined in the Merger Agreement); WHEREAS the Company deems this Amendment to the Rights Agreement to be necessary and desirable and in the best interests of the holders of the Rights and has duly approved this Amendment; and WHEREAS Section 27 of the Rights Agreement permits the Company and the Rights Agent at any time before the Distribution Date to amend the Rights Agreement in the manner provided herein. NOW, THEREFORE, the Company and the Rights Agent amend the Rights Agreement as follows: Section 1. Amendments to the Rights Agreement. Section 3(a) of the Rights Agreement is hereby amended to add the following paragraph at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, neither Provident Companies, Inc. nor any of its Affiliates or Associates shall become an Acquiring Person, either individually or collectively, no Distribution Date, Triggering Event or Stock Acquisition Date shall occur, no Rights shall separate from the shares of Common Stock or otherwise become 2 exercisable and no adjustment shall be made pursuant to Section 11 or 13, in each case solely by virtue of (i) the announcement of the Merger, (ii) the acquisition of Common Stock of the Company pursuant to the Merger, the Merger Agreement or the Option Agreements, (iii) the execution of the Merger Agreement, the Option Agreements or the Stockholders Agreement or (iv) the consummation of the Merger or of the other transactions contemplated by the Merger Agreement, the Option Agreements or the Stockholders Agreement. Section 2. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware applicable to contracts to be made and performed entirely within such State. Section 4. Counterparts. This Amendment may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first above written. UNUM CORPORATION By: /s/ Wendolyn C. Clarke ----------------------------- Name: Wendolyn C. Clarke Title: Assistant Secretary 3 FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By: /s/ Charles D. Keryc ----------------------------- Name: Charles D. Keryc Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----