-----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, BUQ8tBYOdOhGupe9SLTs/4UnvBFVIZi30xMmScDTSokA7EjoCXeeN2Aqpu0EmxiX iVShpiDv9qrljbCz9qh1BA== 0000002648-96-000019.txt : 19960409 0000002648-96-000019.hdr.sgml : 19960409 ACCESSION NUMBER: 0000002648-96-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960408 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXECUTIVE RISK INC /DE/ CENTRAL INDEX KEY: 0000914069 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061388171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43487 FILM NUMBER: 96545057 BUSINESS ADDRESS: STREET 1: 82 HOPMEADOW ST CITY: SIMSBURY STATE: CT ZIP: 06070 BUSINESS PHONE: 2032448900 MAIL ADDRESS: STREET 1: 82 HOPMEADOW ST CITY: SIMSBURY STATE: CT ZIP: 06070-7683 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AETNA LIFE & CASUALTY CO CENTRAL INDEX KEY: 0000002648 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060843808 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 8602730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE STREET 2: FINANCIAL YF8H CITY PLACE CITY: HARTFORD STATE: CT ZIP: 06156 SC 13G/A 1 13 G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______1_________)* Executive Risk Inc. ______________________________________________________________________ (Name of Issuer) Common Stock; Par Value $.01 ______________________________________________________________________ (Title of Class of Securities) 301586103 ______________________________________________________________________ (CUSIP NUMBER) Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * 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). CUSIP NO. 301 586 104 13G/A 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aetna Life and Casualty Company 151 Farmington Avenue Hartford, CT. 06156-3124 IRS Identification No. 06-0843808 ______________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_________ N/A (b)_________ ______________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut ______________________________________________________________________ 5. SOLE VOTING POWER 2,100,000 __________________________ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER -0- __________________________ 7. SOLE DISPOSITIVE POWER 2,100,000 __________________________ 8. SHARED DISPOSITIVE POWER -0- __________________________ ______________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,100,000 ______________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A ______________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22% ______________________________________________________________________ 12. TYPE OF REPORTING PERSON* IC ______________________________________________________________________ *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G/A Item 1(a). Name of Issuer: Executive Risk Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 82 Hopmeadow Street P.O. Box 2002 Simsbury, CT 06070-7683 Item 2(a). Name of Person Filing: Aetna Life and Casualty Company Item 2(b). Address of Principal Business Office or, if none, Residence: 151 Farmington Avenue Hartford, Connecticut 06156-3124 Item 2(c). Citizenship: Connecticut Item 2(d). Title of Class of Securities: Common Stock; Par Value $.01 Item 2(e). CUSIP Number: 301 586 103 Item 3. Statement filed pursuant to Rule 13d-1(b). Insurance Company as defined in section 3(a)(19) of the Act Item 4. Ownership. (a). Amount Beneficially Owned 2,100,000 (includes 2,000,000 shares of Common Stock and an option representing the right to acquire 100,000 shares of Common Stock.) (b). Percent of Class: 22% (c). Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 2,100,000 (ii) shared power to vote or to direct the vote - -0- (iii) sole power to dispose or to direct the disposition of - 2,100,000 (iv) shared power to dispose or to direct the disposition of - -0- Aetna Life and Casualty Company ("Aetna"), as the sole stockholder of The Aetna Casualty and Surety Company ("AC&S"), caused AC&S to enter into the transaction described below for the purpose of disposing of all of the shares of Common Stock and Class B Common Stock that were held by AC&S as of March 22, 1996. As of March 22, 1996, AC&S was the record holder of 1,225,000 shares of Class B Common Stock and 3,286,300 shares of Common Stock (collectively, the "AC&S Holdings") and held an option to purchase 100,000 additional shares of Common Stock (the "Option"). Aetna caused AC&S to enter into a Stock Purchase Agreement among AC&S, Aetna and the Issuer, dated as of March 22, 1996 (the "Purchase Agreement"), that provides for a two- step sale of the AC&S holdings. In the first step of the sale, the Issuer purchased all 1,225,000 shares of Class B Common Stock and 1,286,300 shares of Common Stock from AC&S on March 26, 1996 for $29.875 per share, which amount is subject to upward adjustment in the manner described in the Purchase Agreement. In the second step, the remaining 2,000,000 shares of Common Stock (the "Remaining Holdings") are expected to be sold in an underwritten public offering. In this regard the Purchase Agreement provides that the Issuer will file with the Securities and Exchange Commission, on or before May 31, 1996, a registration statement that will permit the offering and sale of the Remaining Holdings and, if elected by Aetna, the shares of Common Stock issuable upon the exercise of the Option (the "Registered Offering"). On March 28, 1996, AC&S transferred the Remaining Holdings and the Option to Aetna. Aetna is now the record holder of the Remaining Holdings and expects to sell the Remaining Holdings and the Option in the Registered Offering. The Registered Offering is subject to certain conditions and rights of termination that are described in the Purchase Agreement. Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. April 8, 1996 Date LUCILLE M. NICKERSON ________________________________________ Signature Lucille M. Nickerson, Vice President and Corporate Secretary Name/Title -----END PRIVACY-ENHANCED MESSAGE-----