Prepared by R.R. Donnelley Financial -- Form 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
 
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 25, 2002
 
 
UNUMPROVIDENT CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
  
01-11834
  
62-1598430
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
1 Fountain Square
Chattanooga, Tennessee 37402
(Address, including zip code, of principal executive office)
 
(423) 755-1011
(Registrant’s telephone number, including area code)
 

Item 5.    Other Events.
 
On June 25, 2002, we issued $150,000,000 of 7.250% Public Income NotES (PINES®) (“PINES”) in a public offering. We sold the PINES pursuant to an Underwriting Agreement and related Pricing Agreement, each dated as of June 18, 2002, by and among us, Salomon Smith Barney Inc. and certain other underwriters set forth on Schedule I of the Pricing Agreement. The Underwriting Agreement together with the Pricing Agreement is included in this report as Exhibit 1. We received $145,275,000 in proceeds from the sale of the PINES.
 
The PINES mature on June 15, 2032, and were issued under a Senior Debt Securities Indenture, which we entered into with JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, on March 9, 2001, and a Third Supplemental Indenture, which we entered into with JPMorgan Chase Bank, as Trustee, on June 25, 2002. The Third Supplemental Indenture, which contains the form of the PINES, is included in this report as Exhibit 4.2.
 
Item 7.    Financial Statements and Exhibits.
 
Exhibit
 
1
   
Underwriting Agreement and Pricing Agreement for 7.250% PINES due 2032.
4.1
   
Form of the 7.250% PINES due 2032 (included in Exhibit 4.2).
4.2
   
Third Supplemental Indenture to Senior Debt Securities Indenture.

2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
UNUMPROVIDENT CORPORATION
(Registrant)
 
By:  /S/  F. DEAN COPELAND                                                         
        F. Dean Copeland
        Senior Executive Vice President and
        General Counsel
 
 
Date:    June 25, 2002

3

INDEX TO EXHIBITS
 
 
 
Exhibit No.
   
Sequential Exhibit
1.
   
Underwriting Agreement and Pricing Agreement for the 7.250% PINES due 2032.
4.1
   
Form of the 7.250% PINES due 2032 (included in Exhibit 4.2)
4.2
   
Third Supplemental Indenture to Senior Debt Securities Indenture

4