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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNUMPROVIDENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1598430
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1 Fountain Square
Chattanooga, Tennessee 37402
(Address and Zip Code of Principal Executive Offices)
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), please check the following box. [X]
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), please check the following box. [ ]
Securities Act registration statement file number to which
this form relates: 333-43808, 333-100953
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Adjustable Conversion-Rate Equity New York Stock Exchange
Security Units
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Adjustable Conversion-Rate Equity Security Units
of UnumProvident Corporation (the "Company") registered hereby is incorporated
herein by reference to (i) the section captioned "Description of Debt
Securities", the section captioned "Description of Common Stock", the section
captioned "Description of Stock Purchase Contracts" and the section captioned
"Description of Units" in the Company's Registration Statement on Form S-3, as
filed with the Securities and Exchange Commission (the "Commission") on November
1, 2002 (File No. 333-100953), and as amended by Amendment No. 1 thereto, as
filed with the Commission on November 22, 2002, and Amendment No. 2 thereto, as
filed with the Commission on April 9, 2003 (the "Registration Statement") and
(ii) the section captioned "Description of the Equity Security Units" and the
section captioned "Description of Senior Notes" in the Preliminary Prospectus
Supplement, dated April 25, 2003, which was filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, and supplements the Prospectus that is
included in and forms a part of the Registration Statement, which description is
incorporated herein by reference. Definitive copies of the Prospectus Supplement
describing the Adjustable Conversion-Rate Equity Security Units will be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall
be incorporated by reference into this Registration Statement on Form 8-A.
ITEM 2. EXHIBITS
The Adjustable Conversion-Rate Equity Security Units of the Registrant
are to be registered on the New York Stock Exchange, on which the Common Stock,
$0.10 par value per share, of the Registrant is also registered. The following
exhibits required in accordance with Part II to the instructions as to exhibits
on Form 8-A have been filed with the New York Stock Exchange:
99.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Form 10-K filed March 28, 2001).
99.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K filed
March 28, 2001).
99.3 Registration Statement on Form S-3, filed by the Registrant with
the Commission on November 1, 2002 (File No. 333-100953),
Amendment No. 1 thereto filed with the Commission on November
22, 2002, and Amendment No. 2 thereto filed with the Commission
on April 9, 2003, are incorporated herein by reference.
99.4 Indenture for Senior Debt Securities, between the Registrant and
JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Trustee (incorporated herein by reference to Exhibit
4.1 to the Registrant's Registration Statement on Form S-3, as
filed with the Commission on November 1, 2002 (File No.
333-100953)).
99.5 Form of Fourth Supplemental Indenture, dated as of , 2003,
between the Registrant and JPMorgan Chase Bank, as Trustee.
99.6 Form of Purchase Contract Agreement, dated as of , 2003, between
JPMorgan Chase Bank, as Purchase Contract Agent, and the
Registrant.
99.7 Form of Pledge Agreement, dated as of , 2003, among JPMorgan
Chase Bank, as Purchase Contract Agent and BNY Midwest Trust
Company, as Collateral Agent, Custodial Agent and Securities
Intermediary, and the Registrant.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
UnumProvident Corporation
(Registrant)
Date: May 1, 2003 By: /s/ Susan N. Roth
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Name: Susan N. Roth
Title: Vice President, Corporate
Secretary and Assistant General
Counsel
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