-----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, KDK/B+Ixuaized3FQtqc5HS7cYxv/pWe29wutUy67eO2zR43uUjiuuC4UobmuYcI n8l+iC3Z5eh7Jwq2LBh9Tw== 0000950123-97-006714.txt : 19970813 0000950123-97-006714.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950123-97-006714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970812 SROS: NONE GROUP MEMBERS: 72731,356 GROUP MEMBERS: CIGNA CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHSOURCE INC CENTRAL INDEX KEY: 0000855587 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 020387748 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40671 FILM NUMBER: 97657035 BUSINESS ADDRESS: STREET 1: 2 COLLEGE PARK DRIVE CITY: HOOKSETT STATE: NH ZIP: 03106 BUSINESS PHONE: 6032687000 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 HEALTHSOURCE, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 9) (Final Amendment) HEALTHSOURCE, INC. (Name of Issuer) Common Stock, $.10 Par Value (Title of Class of Securities) 42221E 10 4 (CUSIP Number of Class of Securities) THOMAS J. WAGNER, ESQ. CIGNA CORPORATION ONE LIBERTY PLACE PHILADELPHIA, PENNSYLVANIA 19192 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Bidders) Copy to: C. DOUGLAS KRANWINKLE, ESQ. O'MELVENY & MYERS LLP 153 EAST 53RD STREET NEW YORK, NEW YORK 10022 212-326-2000 July 31, 1997 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) 2 Schedule 13D - -------------------------------------------------------------------------------- CUSIP NO. 13D PAGE 2 OF 8 PAGES ---------- ----------------- 42221E 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON CIGNA CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 63,260,468 SHARES OF COMMON STOCK ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED NONE ---------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 63,260,468 SHARES OF COMMON STOCK ---------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,260,468 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- 3 3 This Amendment No. 9 (Final Amendment) to Schedule 13D amends and supplements the Schedule 13D originally filed, as amended (the "Schedule 13D"), in conjunction with the Tender Officer Statement on Schedule 14D-1 on March 6, 1997 by CHC Acquisition Corp., a New Hampshire corporation (the "Purchaser"), and a wholly-owned indirect subsidiary of CIGNA Corporation, a Delaware corporation ("Parent"), relating to the tender offer (the "Offer") by Purchaser to purchase all outstanding shares of common stock, par value $.10 per share (the "Shares"), of Healthsource, Inc., a New Hampshire corporation (the "Company") at $21.75 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 1997. The Offer was made pursuant to an Agreement and Plan of Merger dated as of February 27, 1997 (the "Merger Agreement") by and among the Company, the Purchaser and Parent. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1, as amended, and the Offer to Purchase, dated March 6, 1997, which is attached as Exhibit (a)(1) to the Schedule 14D-1. The item numbers below are in accordance with the provisions of Schedule 14D-1. In connection with the foregoing, the Purchaser and Parent hereby amend and supplement the Schedule 13D as follows: ITEM 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 6 is hereby amended and supplemented by the addition of the following paragraphs thereto: The information set forth in the Cover Page of this Amendment No. 9 (Final Amendment) to Schedule 13D is incorporated herein by reference. On July 31, 1997 pursuant to the terms and conditions of the Merger Agreement, the Purchaser was merged with and into the Company such that the Company became a wholly-owned indirect subsidiary of the Parent and the Purchaser ceased to exist as an independent entity (the "Merger"). At the Effective Time each outstanding Share (other than Shares held in the treasury of the Company, owned by Parent, the Purchaser or any wholly-owned Subsidiary of Parent or held by stockholders who perfect their dissenter, rights under New Hampshire law) was, by virtue of the Merger, converted into the right to receive $21.75 in cash. Simultaneously, each share of the common stock of Purchaser was, by virtue of the Merger, converted into one share of the common stock of the Company. Accordingly, Parent owns shares of the common stock of the Company, which is 100% of the outstanding common stock thereof. In addition, a Form 15 has been filed with the Commission July 31, 1997 in order to deregister the common stock of the Company. A press release relating to the foregoing is filed as Exhibit (a)(16) to the Schedule 13D and is incorporated herein by reference. By virtue of the Merger, on July 31, 1997 Purchaser ceased to exist and so is no longer a beneficial owner of the Company. 4 4 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following exhibit thereto: Exhibit (a)(16) Press Release issued by Parent dated August 1, 1997. 5 5 SIGNATURE After due 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. Dated: August 12, 1996 CIGNA CORPORATION By: /s/ Mordecai Schwartz ----------------------------------- Name: Mordecai Schwartz Title: Vice President 6 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION Exhibit (a)(16) Press Release issued by Parent dated August 1, 1997 EX-99.A.16 2 PRESS RELEASE 1 PRESS RELEASE CIGNA Completes Healthsource Merger PHILADELPHIA, PA, August 1, 1997 -- CIGNA Corporation (NYSE: CI) announced today that it completed the merger of Healthsource, Inc. on July 31. Healthsource is now an indirect, wholly owned subsidiary of CIGNA. The merger was the second step in a two-step acquisition. The first step, a cash tender offer for all the outstanding shares of Healthsource at $21.75 per share, was completed on June 25, 1997. The merger results in the automatic conversion of the remaining Healthsource shares into the right to receive $21.75 per former Healthsource share. CIGNA Corporation, with assets of $103.7 billion as of June 30, 1997 and full-year 1996 revenues of approximately $19 billion, is a leading provider of health care, insurance and related financial services throughout the United States and internationally. CIGNA Corporation ranks among the largest investor-owned insurance organizations in the United States, with shareholders equity of $7.5 billion as of June 30, 1997. -----END PRIVACY-ENHANCED MESSAGE-----