-----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, QByRQCanN56yYhew/4JsIF4PD4XSDK+/HCgbKBlG0/R6eTm/Ab67vGp9rGEByFXr 8eccqVUUMzsaFdr/jhyc9Q== 0000899140-99-000595.txt : 19991215 0000899140-99-000595.hdr.sgml : 19991215 ACCESSION NUMBER: 0000899140-99-000595 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991214 GROUP MEMBERS: CENTRE REINSURANCE LIMITED GROUP MEMBERS: EMPIRE FIRE AND MARINE INSURANCE COMPANY GROUP MEMBERS: FIDELITY AND DEPOSIT COMPANY OF MARYLAND GROUP MEMBERS: UNIVERSAL UNDERWRITERS INSURANCE COMPANY GROUP MEMBERS: UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY GROUP MEMBERS: ZURICH AMERICAN INSURANCE COMPANY GROUP MEMBERS: ZURICH INSURANCE CO GROUP MEMBERS: ZURICH INSURANCE COMPANY GROUP MEMBERS: ZURICH REINSURANCE (NORTH AMERICA), INC. 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: 99774018 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: MA ZIP: 04122 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: ZURICH INSURANCE CO CENTRAL INDEX KEY: 0000941199 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 MYTHENQUAI CH-8002 CITY: ZURICH STATE: V8 ZIP: 00000 MAIL ADDRESS: STREET 1: 1400 AMERICAN LANE CITY: SCHAUMBURG STATE: IL ZIP: 60196 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* UNUMProvident Corporation (formerly Provident Companies, Inc.) -------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.10 ---------------------------- (Title of Class of Securities) 743862 10 4 ----------- (CUSIP Number) Steven D. Germain Zurich Centre Group LLC One Chase Manhattan Plaza New York, New York 10005 (212) 898-5350 ----------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Thomas M. Cerabino, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZURICH INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7. SOLE VOTING POWER 9,086,758 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 4,451,838 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,086,758 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.78% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 3 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZURICH AMERICAN INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 667,775 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 667,775 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 667,775 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 4 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CENTRE REINSURANCE LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7. SOLE VOTING POWER 3,171,939 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 3,171,939 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,171,939 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.32% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 5 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZURICH REINSURANCE (NORTH AMERICA), INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 7. SOLE VOTING POWER 166,943 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 166,943 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 166,943 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 6 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EMPIRE FIRE AND MARINE INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nebraska 7. SOLE VOTING POWER 89,036 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 89,036 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,036 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 7 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNIVERSAL UNDERWRITERS INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7. SOLE VOTING POWER 222,591 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 222,591 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222,591 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 8 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7. SOLE VOTING POWER 44,518 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 44,518 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,518 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, CO 9 SCHEDULE 13D CUSIP No. 743862 10 4 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FIDELITY AND DEPOSIT COMPANY OF MARYLAND 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a [X] b [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 7. SOLE VOTING POWER 133,554 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 133,554 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,554 (See Item 5 below) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05% (See Item 5 below) 14. TYPE OF REPORTING PERSON* IC, HC, CO 10 This Amendment No. 5 to Schedule 13D relates to the Common Stock, par value $.10 per share (the "Common Stock"), of UNUMProvident Corporation (formerly Provident Companies, Inc.) ("UNUMProvident" or the "Company"). This Amendment No. 5 amends the information set forth in the initial statement on Schedule 13D, dated June 10, 1996, as amended by Amendment No. 1 thereto, dated April 8, 1997, Amendment No. 2 thereto, dated September 14, 1998, Amendment No. 3 thereto, dated January 12, 1999, and Amendment No. 4 thereto, dated January 21, 1999, filed by Zurich Insurance Company and the other Reporting Persons set forth therein (collectively, the "Initial Statement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Initial Statement. The Initial Statement is amended as set forth herein. Item 1. Security and Issuer. - ------- -------------------- Item 1 of the Initial Statement is hereby amended to read in its entirety as follows: This statement relates to the Common Stock, par value $.10 per share (the "Common Stock") of UNUMProvident, which has its principal executive office at 2211 Congress Street, Portland, Maine 04122. On June 30, 1999, Unum Corporation, a Delaware corporation, merged with and into Provident Companies, Inc. (the "Merger"). Prior to the effectiveness of the Merger, the Issuer's name was Provident Companies, Inc. and the par value of the Common Stock was $1.00 per share. Pursuant to the Merger, each share of common stock of Provident Companies, Inc. was converted into .730 shares of Common Stock. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- Paragraph (e) of Item 5 of the Initial Statement is hereby amended and restated in its entirety to read as follows: (e) Following the Merger, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock. Calculated based upon the 240,027,742 shares of Common Stock outstanding as reported in the Company's Form 10-Q for the quarter ended September 30, 1999, as filed with the Securities and Exchange Commission on November 15, 1999. 11 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 13, 1999 ZURICH INSURANCE COMPANY By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Attorney-in-Fact Dated: December 13, 1999 ZURICH AMERICAN INSURANCE COMPANY By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Executive Vice-President Dated: December 13, 1999 CENTRE REINSURANCE LIMITED By: /s/ Steven D. Germain ------------------------------ Name: Steven D. Germain Title: Attorney-in-Fact Dated: December 13, 1999 ZURICH REINSURANCE (NORTH AMERICA), INC. By: /s/ Steven D. Germain ------------------------------ Name: Steven D. Germain Title: Attorney-in-Fact Dated: December 13, 1999 EMPIRE FIRE AND MARINE INSURANCE COMPANY By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Attorney-in-Fact 12 Dated: December 13, 1999 UNIVERSAL UNDERWRITERS INSURANCE COMPANY By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Attorney-in-Fact Dated: December 13, 1999 UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Attorney-in-Fact Dated: December 13, 1999 FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: /s/ David A. Bowers ------------------------------ Name: David A. Bowers Title: Attorney-in-Fact 13 EXHIBIT INDEX Sequential Page Number ----------- Exhibit 1. Common Stock Purchase Agreement, dated as of May 31, * 1996, between Provident Companies, Inc. and Zurich Insurance Company. Exhibit 2. Relationship Agreement, dated as of May 31, 1996, * between Provident Companies, Inc. and Zurich Insurance Company. Exhibit 3. Family Stockholder Agreement, dated as of May 31, * 1996, among Zurich Insurance Company, the Maclellan Foundation, Inc. and the stockholders listed in Schedule A thereto. Exhibit 4. Registration Rights Agreement, dated as of May 31, * 1996, between Zurich Insurance Company and Provident Companies, Inc. Exhibit 5. Amended and Restated Common Stock Purchase Agreement, * dated as of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company. Exhibit 6. Amended and Restated Relationship Agreement, dated as * of May 31, 1996, between Provident Companies, Inc. and Zurich Insurance Company. Exhibit 7. Amended and Restated Family Stockholder Agreement, * dated as of May 31, 1996, among Zurich Insurance Company, the Maclellan Foundation, Inc. and the stockholders listed in Schedule A thereto. Exhibit 8. Amended and Restated Registration Rights Agreement, * dated as of May 31, 1996, between Zurich Insurance Company and Provident Companies, Inc. Exhibit 9. Stock Purchase Agreement, dated as of March 27, 1997, * between Centre Reinsurance Services (Bermuda) Limited and Longfellow I, LLC. Exhibit 10. Joint Filing Agreement, dated April 7, 1997, among * Zurich Insurance Company; Centre Reinsurance Limited; Zurich Reinsurance Centre, Inc.; Empire Fire and Marine Insurance Company; Universal Underwriters Insurance Company; Universal Underwriters Life Insurance Company and Fidelity and Deposit Company of Maryland. Exhibit 11. Power of Attorney, dated April 7, 1997, granted by * Zurich Insurance Company in favor of Steven D. Germain. 14 Exhibit 12. Power of Attorney, dated April 7, 1997, granted by * Centre Reinsurance Limited in favor of Steven D. Germain. Exhibit 13. Power of Attorney, dated April 7, 1997, granted by * Zurich Reinsurance Centre, Inc. in favor of Steven D. Germain. Exhibit 14. Power of Attorney, dated April 7, 1997, granted by * Empire Fire and Marine Insurance Company in favor of David A. Bowers. Exhibit 15. Power of Attorney, dated April 7, 1997, granted by * Universal Underwriters Insurance Company in favor of David A. Bowers. Exhibit 16. Power of Attorney, dated April 7, 1997, granted by * Universal Underwriters Life Insurance Company in favor of David A. Bowers. Exhibit 17. Power of Attorney, dated April 7, 1997, granted by * Fidelity and Deposit Company of Maryland in favor of David A. Bowers. Exhibit 18. Stock Purchase Agreement, dated as of September 6, * 1998, between Zurich Insurance Company, Centre Reinsurance Limited, Zurich Reinsurance (North America), Inc., Empire Fire and Marine Insurance Company, Universal Underwriters Insurance Company, Universal Underwriters Life Insurance Company, Fidelity and Deposit Company of Maryland and Nooga I, LLC. Exhibit 19. Stock Purchase Agreement, dated as of January 7, * 1999, among Zurich Insurance Company, Zurich American Insurance Company, Centre Reinsurance Limited, Zurich Reinsurance (North America), Inc., Empire Fire and Marine Insurance Company, Universal Underwriters Insurance Company, Universal Underwriters Life Insurance Company, Fidelity and Deposit Company of Maryland and Tiger, Puma, The Jaguar Fund N.V., Lion L.P., Ocelot Partners L.P., and Ocelot (Cayman) Ltd. - ---------------------------- *Previously filed with the Initial Statement 15 -----END PRIVACY-ENHANCED MESSAGE-----