Unum Group — Major Shareholding Notification 1998

Sep 14, 1998

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PROVIDENT COMPANIES, INC. ------------------------- (Name of Issuer) Common Stock, Par Value $1.00 ----------------------------- (Title of Class of Securities) 743862 10 4 ----------- (CUSIP Number) Steven D. Germain Zurich Centre Resource Limited 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 One Citicorp Center 153 East 53rd Street New York, New York 10022 September 6, 1998 ----------------------------------- (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 19,047,620 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 12,698,414 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,047,620 (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) 14.1% (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 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 9,047,624 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 9,047,624 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,047,624 (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) 6.7% (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 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 476,190 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 476,190 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 476,190 (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) 0.4% (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 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 253,968 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 253,968 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 253,968 (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) 0.2% (See Item 5 below) 14. TYPE OF REPORTING PERSON IC, HC, CO 6 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 634,920 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 634,920 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 634,920 (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) 0.5% (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 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 126,984 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 126,984 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,984 (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) 0.1% (See Item 5 below) 14. TYPE OF REPORTING PERSON IC, CO 8 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 380,952 (See Item 5 below) NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 380,952 (See Item 5 below) WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 380,952 (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) 0.3% (See Item 5 below) 14. TYPE OF REPORTING PERSON IC, HC, CO 9 This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value $1.00 per share (the "Common Stock"), of Provident Companies, Inc. ("Provident" or the "Company"). This Amendment No. 2 amends the information set forth in the initial statement on Schedule 13D, dated June 10, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1997, 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 2. Identity and Background. - ------ ----------------------- Item 2 of the initial Statement is hereby amended by adding to the end thereof the following: Subsequent to the filing of the Initial Statement, the corporate name of ZRC was changed to Zurich Reinsurance (North America), Inc. ("ZRNA"). Item 4. Purpose of Transaction. - ------ ---------------------- Item 4 of the Initial Statement is hereby amended by adding to the end thereof the following: On September 6, 1998, Zurich, Centre Re, ZRNA, Empire, Universal, Universal Life, and Fidelity (collectively, the "Sellers"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Nooga I, LLC ("Nooga"), pursuant to which the Sellers agreed to sell to Nooga 12,698,414 shares (the "Shares") of the Common Stock of Provident. The Stock Purchase Agreement is attached to this Statement as Exhibit 18, and the description of the Stock Purchase Agreement contained herein is qualified in its entirety by reference to such Exhibit, which is incorporated herein by reference thereto. The closing of the purchase and sale of the Shares is conditioned on the satisfaction of certain conditions, including the consent of the Company to the sale of the Shares under the Relationship Agreement. Under the Stock Purchase Agreement, Nooga has agreed to purchase the Shares for $377,22,265.50 in cash plus the issuance to such of the Sellers as may be directed by Zurich $45 million in aggregate liquidation preference of Series A preferred membership interests in Nooga. 10 Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- Item 7 of the Initial Statement is hereby amended by adding to the end thereof the following: 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. 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: September 11, 1998 ZURICH INSURANCE COMPANY By: /s/ Steven D. Germain Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 CENTRE REINSURANCE LIMITED By: /s/ Steven D. Germain Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 ZURICH REINSURANCE (NORTH AMERICA), INC. By: /s/ Steven D. German Name: Steven D. Germain Title: Attorney-in-Fact Dated: September 11, 1998 EMPIRE FIRE AND MARINE INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact 12 Dated: September 11, 1998 UNIVERSAL UNDERWRITERS INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact Dated: September 11, 1998 UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY By: /s/ David A. Bowers Name: David A. Bowers Title: Attorney-in-Fact Dated: September 11, 1998 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. - ---------------------------- Previously filed with the Initial Statement 15