-----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, KzjedYcZZhUOMqSGdQpVfVqk2VJyFUuR6949vvpoEj1IE7HyLiD+wA3U3tz+ilMs KOrD/3QgqlIum+LK+oftAg== 0000898318-97-000036.txt : 19970806 0000898318-97-000036.hdr.sgml : 19970806 ACCESSION NUMBER: 0000898318-97-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970804 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970805 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08323 FILM NUMBER: 97651433 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PL 1650 MARKET ST STREET 2: P O BOX 7716 CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157616211 8-K 1 FORM 8-K 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): August 4, 1997 CIGNA CORPORATION ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware ______________________________________________ (State or other jurisdiction of incorporation) 1-8323 06-1059331 ______________________ _________________________________ Commission File Number (IRS Employer Identification No.) One Liberty Place, 1650 Market Street, P.O. Box 7716, Philadelphia, PA 19192-1550 _____________________________________________________________ (Address of principal executive offices) (Zip Code) (215) 761-1000 __________________________________________________ Registrant's telephone number, including area code Item 5. OTHER EVENTS. On July 23, 1997, the Board of Directors of CIGNA Corporation, a Delaware corporation (the "Company") adopted a shareholder rights agreement (the "Rights Agreement") and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend is payable to the shareholders of record as of 5:00 P.M., Philadelphia time, on August 4, 1997 (the "Effective Date"). Each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-hundredth of a share of Junior Participating Preferred Stock, Series D, of par value $1.00 per share, upon the terms and conditions of the Rights Agreement adopted by the Board of Directors. Item 7. EXHIBITS. 1. Press Release, dated July 23, 1997, announcing the adoption of the Rights Agreement. 2. Form of Letter to Shareholders announcing the adoption of the Rights Agreement. - 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, thereto duly authorized. CIGNA CORPORATION By: /s/ Carol J. Ward _________________________ Name: Carol J. Ward Title: Corporate Sectary Dated: August 5, 1997 - 3 - EXHIBIT INDEX Exhibit Description 1. Press Release, dated July 23, 1997, announcing the adoption of the Rights Agreement. 2. Form of Letter to Shareholders announcing the adoption of the Rights Agreement. - 4 - EX-99.1 2 EXHIBIT 1 - PRESS RELEASE Exhibit 1 - Press Release Immediate Michael J. Monroe, Media Relations - 215.761.6133 CIGNA Corporation Adopts New Shareholder Rights Agreement Declares Distribution of Preferred Share Purchase Rights Philadelphia, PA, July 23, 1997 -- The Board of Directors of CIGNA Corporation (NYSE: CI), today adopted a new shareholder rights agreement and declared a distribution of one preferred share purchase right on each outstanding share of common stock to shareholders of record as of August 4, 1997. These rights also will attach to newly issued shares after that date. The new agreement replaces CIGNA's original agreement, which was adopted in 1987 and will expire on August 4. CIGNA CEO Wilson H. Taylor said, "The rights are designed to ensure that all of CIGNA's shareholders receive maximum value in the event of a change of control or takeover of the company by addressing actions by hostile acquirors. In a Board-approved acquisition of the company, the Board retains the power to redeem the rights." Mr. Taylor noted a 1995 analysis completed by the investment banking firm J.P. Morgan indicates that shareholders have received higher premiums than originally offered for firms with shareholder rights plans in place. Under the plan, the rights would be exercisable only if a person or group acquired 10 percent or more of CIGNA's outstanding common shares in a transaction that is not approved by the Company's Board. In such an event, all holders of common shares, other than the buyer, could exercise their rights and purchase common shares at a discount. If the Company is acquired in a merger after such an acquisition, all rights holders, except the buyer, also will be entitled to purchase stock in the buyer at a discount. Details of the rights agreement are outlined in a letter that is being mailed to all shareholders. The dividend distribution of rights will be made on August 4, 1997, payable to shareholders of record as of 5:00 p.m., eastern daylight time, on August 4, 1997. The rights will expire after 10 years. CIGNA Corporation, with 1996 assets of $99 billion and revenues of $19 billion, is a leading provider of health care, insurance and related financial services throughout the United States and internationally. EX-99.2 3 EXHIBIT 2 - FORM OF LETTER TO SHAREHOLDERS Exhibit 2 - Form of Letter to Shareholders [CIGNA Letterhead] August 4, 1997 I'm writing to you to describe a new shareholder rights plan, adopted by the CIGNA Board of Directors this past July 23, which replaces an original plan that expires today, August 4. As of this date, rights will be distributed to record shareholders, and will continue to be distributed with respect to all shares issued going forward. The rights will be represented by, and transferred with, your common stock certificates. We have enclosed a summary description of the shareholder rights plan. The Board of Directors has adopted the rights plan to ensure that CIGNA shareholders receive fair value in the event of a change in control or a takeover, and that you realize the long- term value of your investment in the Company. The plan achieves this by providing the Board with needed flexibility in responding to unilateral, abusive actions by hostile acquirors that are calculated to deprive the Board and our shareholders of the ability to obtain maximum value in the Company. The adoption of the new plan upon expiration of the original one ensures that the Board will continue to be able to protect your interests against these abusive practices and maximize the value of your shares, if a takeover offer were to emerge. Your Board and management remain enthusiastic about the potential for the Company and we continue to be committed to serving your best interests as shareholders. On behalf of the Board of Directors, Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----