UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
UNUMProvident Corporation
-------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
91529Y 10 6
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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).
SEC 1745 (3-98)
Page 1 of 5 Pages
CUSIP No. 91529Y 10 6
1 Name of Reporting Person: Charlotte M. Heffner
I.R.S. Identification No. of above person (entities only): Not Applicable
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [X]
3 SEC Use Only
4 Citizenship or Place of Organization: United States
NUMBER OF 5 Sole Voting Power: 2,160,630 shares*
SHARES
BENEFICIALLY 6 Shared Voting Power: 9,985,856 shares
OWNED BY
EACH 7 Sole Dispositive Power: 676,732 shares*
REPORTING
PERSON 8 Shared Dispositive Power: 11,559,894 shares
WITH
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
12,236,626 shares*
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [X]
11 Percent of Class Represented by Amount in Row (9): 4.1%**
12 Type of Reporting Person: IN
___________________
*Including 7,811 shares issuable upon exercise of options.
**This is a percentage of the sum of (1) the 296,082,035 shares of Common
Stock which the Issuer's transfer agent has advised the Reporting Person were
outstanding on December 31, 2003, and (2) the 7,811 shares issuable upon
exercise of options by the Reporting Person.
Page 2 of 5 Pages
Item 1.
(a) Name of Issuer: UNUMProvident Corporation
(b) Address of Issuer's Principal Executive Offices: 2211 Congress Street
Portland, Maine 04122
Item 2.
(a) Name of Person Filing: Charlotte M. Heffner
(b) Address of Principal Business
Office or, if none, Residence: 1991 West Paces Ferry Road, N.W.
Atlanta, Georgia 30327-2515
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, par value $.10 per share
(e) CUSIP Number: 91529Y 10 6
Item 3.
Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned (as of December 31, 2003): 12,236,626 shares*
(b) Percent of class: 4.1%**
___________________
*Including 7,811 shares issuable upon exercise of options.
**This is a percentage of the sum of (1) the 296,082,035 shares of Common
Stock which the Issuer's transfer agent has advised the Reporting Person were
outstanding on December 31, 2003, and (2) the 7,811 shares issuable upon
exercise of options by the Reporting Person.
Page 3 of 5 Pages
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 2,160,630 shares*
(ii) shared power to vote or to direct the vote: 9,985,856 shares
(iii) sole power to dispose or to direct the disposition of: 676,732 shares*
(iv) shared power to dispose or to direct the disposition of: 11,559,894
shares
Certain members of the Maclellan family, including Charlotte M. Heffner and
trusts and charitable organizations affiliated with them, have been prominent in
the stock ownership and management of the Issuer and certain of its predecessor
companies since 1887. Mrs. Heffner hereby disclaims that she and other members
of the Maclellan family constitute a "group" of beneficial owners of Common
Stock as such term is used in Section 13(d) of the Securities Exchange Act and
the rules and regulations of the Securities and Exchange Commission thereunder.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.[X]
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. See Item 4.
Item 9. Notice of Dissolution of Group
Not applicable.
___________________
*Including 7,811 shares issuable upon exercise of options.
Page 4 of 5 Pages
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
February 9, 2004
/s/ Charlotte M. Heffner
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Charlotte M. Heffner
Page 5 of 5 Pages