-----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, CJ0CSl/oiAtC+s5Sd+8NPc4EU5YLbcFqb+ngMclHubF/NM4td+5jHIDpiUOBECv2 js6xdyFNFua+aQTYnP87YA== 0000902664-03-000343.txt : 20030214 0000902664-03-000343.hdr.sgml : 20030214 20030214154506 ACCESSION NUMBER: 0000902664-03-000343 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A & CO INC /NY/ CENTRAL INDEX KEY: 0000811349 IRS NUMBER: 133134273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE ROCKFELLER PLZ 25TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10020 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48742 FILM NUMBER: 03567597 BUSINESS ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 2077702211 MAIL ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA DATE OF NAME CHANGE: 19950407 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT COMPANIES INC /DE/ DATE OF NAME CHANGE: 19961204 SC 13G/A 1 srz9382857v2.txt UNUMPROVIDENT CORPORATION SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* UnumProvident Corporation (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 91529Y106 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) ___________ * 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 the disclosures provided in a prior cover page. The information required in 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). Schedule 13G PAGE 2 OF 7 CUSIP No. 91529Y106 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin & Co., Inc. 13-3134273 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 86,670 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9,641,564 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 83,770 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 11,480,369 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,139 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.79% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA ___________________________________________________________________________ Schedule 13G PAGE 3 OF 7 CUSIP No. 91529Y106 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BKF Capital Group, Inc. 36-0767530 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 86,670 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 9,641,564 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 83,770 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 11,480,369 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,139 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.79% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON HC _____________________________________________________________________________ Schedule 13G PAGE 4 OF 7 This is Amendment No. 1 to the Schedule 13G of John A. Levin & Co., Inc. and BKF Capital Group, Inc. with respect to the Common Stock, $.10 par value (the "Common Stock") of UnumProvident Corporation (the "Company"). The Schedule 13G is hereby amended and restated in its entirety as follows: ITEM 1(a). NAME OF ISSUER: UnumProvident Corporation ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1 Fountain Square, Chattanooga, TN 37402 ITEM 2(a). NAME OF PERSON FILING: John A. Levin & Co., Inc. ("Levin & Co.") BKF Capital Group, Inc. ("BKF") ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: John A. Levin & Co., Inc. BKF Capital Group, Inc. One Rockefeller Plaza One Rockefeller Plaza New York, New York 10020 New York, New York 10020 ITEM 2(c). CITIZENSHIP: Levin & Co. and BKF are each corporations organized under the laws of the State of Delaware. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.10 par value. ITEM 2(e). CUSIP NUMBER: 91529Y106 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- 1(b)(1)(ii)(F) Schedule 13G PAGE 5 OF 7 (g) [x] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [ ] ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: 11,564,139 (b) Percentage of Class: 4.79% (based on the 241,504,002 shares of Common Stock reported to be outstanding as of September 30, 2002, as reflected in the Company's Form 10-Q for the quarter ended September 30, 2002). (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 86,670 (ii) shared power to vote or to direct the vote: 9,641,564 (iii) sole power to dispose or to direct the disposition of: 83,770 (iv) shared power to dispose or to direct the disposition of: 11,480,369 Levin & Co., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, holds for the accounts of its investment advisory clients, and thereby beneficially owns, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the foregoing shares of Common Stock. BKF is the sole shareholder of Levin Management Co., Inc., a Delaware corporation which is the sole shareholder of Levin & Co. BKF, therefore, may be deemed the beneficial owner of the shares of Common Stock held by Levin & Co. Schedule 13G PAGE 6 OF 7 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. [x] The reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Schedule 13G PAGE 7 OF 7 ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below, Levin & Co. and BKF certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2003 JOHN A. LEVIN & CO., INC. /s/ Norris Nissim --------------------------- Norris Nissim Vice President and General Counsel BKF Capital Group, Inc. /s/ Norris Nissim --------------------------- Norris Nissim Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----