-----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, IrpPyanpUMtmCUqkDDUW93GAbobxHCqiZ2ZwYtr0AgH2TfM3mm1M2XOxn16ekhjF AKim6iNTbEeaO5Mae74QeQ== 0000898318-98-000033.txt : 19981215 0000898318-98-000033.hdr.sgml : 19981215 ACCESSION NUMBER: 0000898318-98-000033 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08323 FILM NUMBER: 98769056 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLACE 1650 MARKET ST STREET 2: PO BOX 7716 CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157616211 MAIL ADDRESS: STREET 1: TWO LIBERTY PLACE 48TH FLOOR STREET 2: 1601 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19192 8-A12B/A 1 AMENDMENT TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 8-A/A Amendment No. 2 AMENDING FORM 8-A, DATED JULY 23, 1997, AS AMENDED IN ITS ENTIRETY BY AMENDMENT NO. 1 TO FORM 8-A, DATED JULY 22, 1998 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CIGNA CORPORATION ________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 06-1059331 ________________________________________________________________ (State of incorporation or organization) (I.R.S.Employer Identification No.) One Liberty Place Philadelphia, PA 19192-1550 ________________________________________________________________ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each such class to be so registered is to be registered - ------------------- ------------------------ Rights to Purchase Preferred New York StockExchange Stock, $1.00 Philadelphia Stock Exchange par value per share Pacific Exchange 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:_________________ (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------ (Title of Class) This Amendment No. 2 to Form 8-A amends and supplements the Form 8-A filed on July 23, 1997 by CIGNA Corporation, a Delaware corporation (the "Company"), as amended in its entirety on July 22, 1998 (the "Form 8-A"), with respect to the Rights Agreement, dated as of July 23, 1997, as amended and restated on July 22, 1998 (the "Rights Agreement") between the Company and First Chicago Trust Company of New York (the "Rights Agent"). Item 1 of the Form 8-A is hereby amended and supplemented as follows: Item 1. Description of Securities to be Registered. ------------------------------------------- On December 14, 1998, the Company and the Rights Agent executed Amendment No. 1 to the Rights Agreement (the "Amendment"). The Amendment modifies the terms of the rights registered on the Form 8-A to eliminate the requirement that certain actions with respect to the rights, including redeeming or exchanging the rights, amending the Rights Agreement and determining what constitutes a "Permitted Offer" under the Rights Agreement, be approved by a majority of "Disinterested Directors" (as defined in the Rights Agreement). The Amendment is attached hereto as Exhibit 1 and incorporated herein by reference. The above summary description of the Amendment is qualified in its entirety by reference to the Amendment. The description and terms of the rights are set forth in the Rights Agreement, as amended by the Amendment. Item 2. Exhibits -------- 1. Amendment No. 1, dated as of December 14, 1998 to the Amended and Restated Rights Agreement, dated as of July 22, 1998, between CIGNA Corporation and First Chicago Trust Company of New York, as Rights Agent. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to its registration statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized. CIGNA CORPORATION /s/ Carol J. Ward By: ________________________ Carol J. Ward Corporate Secretary Dated: December 14, 1998 -3- EX-4 2 AMENDED AND RESTATED RIGHTS AGREEMENT Exhibit Index ------------- Exhibit Description - ------- ----------- 1 Amendment No. 1, dated as of December 14, 1998, to Amended and Restated Rights Agreement, dated as of July 22, 1998, between CIGNA Corporation and First Chicago Trust Company of New York, as Rights Agent. -4- Exhibit 1 --------- CIGNA CORPORATION ----------------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT ----------------------------------- THIS AMENDMENT No. 1, dated as of December 14, 1998 (the "Amendment"), to the Amended and Restated Rights Agreement, dated as of July 22, 1998 (the "Rights Agreement"), between CIGNA Corporation, a Delaware corporation (the "Company") and First Chicago Trust Company of New York (the "Rights Agent"). WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with the terms of Section 27; and WHEREAS, this Amendment is intended to delete from the Rights Agreement all requirements that a majority of the Disinterested Directors (as defined in the Rights Agreement) approve certain actions with respect to the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows: 1. The Rights Agreement is hereby amended by deleting the definition of "Disinterested Director" from Section 1(h) and replacing it with the word "Reserved" and deleting the reference to "Disinterested Directors" in the Defined Term Cross-Reference Sheet and replacing it with the word "Reserved." 2. Section 1(l) of the Rights Agreement is hereby amended by deleting the words "Disinterested Directors" therefrom and substituting therefor the words "members of the Board of Directors." 3. Section 23(a)(iii) of the Rights Agreement is hereby amended by deleting the words "Disinterested Directors" therefrom and substituting therefor the words "members of the Board of Directors." 4. Section 24(e) of the Rights Agreement is hereby amended by deleting the words "Disinterested Directors" therefrom and substituting therefor the words "members of the Board of Directors." 5. Section 27(b) of the Rights Agreement is hereby amended by deleting the words "Disinterested Directors" therefrom and substituting therefor the words "members of the Board of Directors." 6. Section 28 of the Rights Agreement is hereby amended by deleting the reference to "Section 1(m)" from the following clause contained in the first sentence: "Subject to Sections 1(m), 23(a)(iii), 24(e) and 27(b) hereof." 7. Exhibit C (the "Summary of Rights") to the Rights Agreement is hereby amended: (a) by deleting in its entirety the second sentence of the second paragraph thereof, which begins "The description and terms of the Rights"; (b) by inserting immediately after the second paragraph thereof the following new paragraph: On December 14, 1998, the Company and the Rights Agent again amended the terms of the Rights to eliminate the requirement that certain actions with respect to the Rights be approved by a majority of Disinterested Directors, including redeeming the Rights, exchanging the Rights, amending the Rights Agreement, and determining what constitutes a "Permitted Offer" under the Rights Agreement. The description and terms of the Rights are set forth in an Amended and Restated Rights Agreement, dated as of December 16, 1998 (the "Rights Agreement"), between the Company and the Rights Agent. (c) by deleting from Section C thereof the words "Disinterested Directors" the first time such words appear and substituting therefor the words "members of the Company's Board of Directors"; (d) by deleting from Section C thereof the last sentence, which begins "Disinterested Directors are directors of the Company," in its entirety; (e) by inserting in the first sentence of Section F thereof the words "a majority of the members of" immediately before the phrase "the Board of Directors of the Company"; (f) by deleting from Section F thereof the third sentence, which begins "The Board of Directors may only redeem Rights," in its entirety; -2- (g) by deleting from Section G thereof the second sentence, which begins "The Board of Directors may only exchange Rights", in its entirety; and (h) by inserting in the third sentence of Section G thereof the words "a majority of the members of" immediately before the phrase "the Board of Directors." This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall constitute one and the same instrument. -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the date and year first above written. CIGNA CORPORATION /s/ Wilson H. Taylor By: ________________________________ Wilson H. Taylor Chairman of the Board and Chief Executive Officer FIRST CHICAGO TRUST COMPANY OF NEW YORK /s/ Joanne Gorostiola By:________________________________ Name: Joanne Gorostiola Title: Assistant Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----