-----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, BOG6sAwrxuDcQIJ+GWtYJJJEtMXQ/PdPyjjiQqjcfH0Q6LilgZdhjV//V2KtNO3H hBiEMyXYOetaF8iJYcaEtQ== 0000950150-97-000948.txt : 19970624 0000950150-97-000948.hdr.sgml : 19970624 ACCESSION NUMBER: 0000950150-97-000948 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970623 SROS: NONE 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40671 FILM NUMBER: 97628240 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 14D1/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 14D1/A 1 AMENDMENT NO. 7 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 7 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 7 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 HEALTHSOURCE, INC. (Name of Subject Company) CHC ACQUISITION CORP. CIGNA CORPORATION (Bidders) 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 JUNE 23, 1997 (Date of Event Which Requires filing of Statement on Schedule 13D) 2 CALCULATION OF FILING FEE TRANSACTION VALUATION* $1,551,656,244 AMOUNT OF FILING FEE $310,331.25 * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 71,340,517 shares of common stock, $.10 par value (the "Shares"), of Healthsource, Inc. (the "Company") at a price per share of $21.75 in cash (the "Offer Price"). Such number of shares represents all the Shares outstanding as of January 31, 1997 plus all Shares issuable pursuant to options granted under the Company's stock option and employee stock purchase plans, pension plans and other similar employee benefit plans. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $310,331.25 Form or registration no.: Schedule 14D-1 Filing parties: CHC Acquisition Corp. and CIGNA Corporation Date filed: March 6, 1997 (Continued on following pages) 3 This Amendment No. 7 to Tender Offer Statement on Schedule 14D-1 and Amendment No. 7 to Schedule 13D amends and supplements the Tender Offer Statement on Schedule 14D-1 and Schedule 13D originally filed on March 6, 1997 (the "Schedule 14D-1") by CHC Acquisition Corp., a New Hampshire corporation (the "Purchaser"), and CIGNA Corporation, a Delaware corporation ("Parent"), relating to the tender offer by the Purchaser to purchase all outstanding shares of common stock, par value $.10 per share, of Healthsource, Inc., a New Hampshire corporation (the "Company"), at a price of $21.75 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 1997 and the related Letter of Transmittal. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. The Purchaser and Parent hereby amend and supplement the Schedule 14D-1 as follows: ITEM 10. ADDITIONAL INFORMATION Item 10(f) is hereby amended and supplemented by incorporating by reference therein the press release issued by Parent on June 23, 1997, a copy of which is filed as Exhibit (a)(14) to the Schedule 14D-1. 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)(14) Form of press release issued by Parent on June 23, 1997. 5 SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 23, 1997 CHC ACQUISITION CORP. By: /s/ ROBERT L. ROSE ------------------------ Name: Robert L. Rose Title: President CIGNA CORPORATION By: /s/ MORDECAI SCHWARTZ ------------------------ Name: Mordecai Schwartz Title: Vice President 6 EXHIBIT INDEX EXHIBIT - ------- (a)(14) Form of press release issued by Parent on June 23, 1997. EX-99.(A)(14) 2 PRESS RELEASE 1 CIGNA CORPORATION ANNOUNCES TENDER OFFER EXTENSION PHILADELPHIA, PA, June 23, 1997 -- CIGNA Corporation (NYSE:CI) announced today that its indirect wholly owned subsidiary, CHC Acquisition Corp., is extending its offer to purchase all outstanding shares of common stock of Healthsource, Inc. (NYSE:HS) for $21.75 per share, net to the seller in cash, until 6:00 P.M., New York City time on Wednesday, June 25, 1997. The offer had previously been scheduled to expire on June 20, 1997. The terms of the extended offer otherwise remain the same as those of the original offer as set forth in the offering materials filed with the Securities and Exchange Commission on March 6, 1997. The offer is being extended because not all of the required regulatory approvals have been obtained. According to IBJ Schroder Bank & Trust Company, the depositary for the offer, as of the close of business on June 20, 1997, 63,116,768 shares of Healthsource, Inc. common stock had been validly tendered and not withdrawn pursuant to the offer, including 1,093,091 shares tendered pursuant to notices of guaranteed delivery. The Information Agent for the offer is Georgeson & Company, Inc. and questions about the tender offer may be addressed to them at 800.223.2064. The Dealer Managers are Goldman, Sachs & Co. and questions may be addressed to them at 212.902.1000. 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. -----END PRIVACY-ENHANCED MESSAGE-----