-----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, WPaK3i3MsY0tAAEpBk8Z0SEi/U9VSg/pxhnpQVcGfplOCTDujqolxJBPA+6XntIt +3+hZjfMRDlr2vPvQ3vL5g== 0000950150-97-000508.txt : 19970409 0000950150-97-000508.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950150-97-000508 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970407 SROS: NONE GROUP MEMBERS: CHC ACQUISITION CORP. 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: 97575735 BUSINESS ADDRESS: STREET 1: 2 COLLEGE PARK DRIVE CITY: HOOKSETT STATE: NH ZIP: 03106 BUSINESS PHONE: 6032687000 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: 97575736 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: 2157611000 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: 2157611000 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ AMENDMENT NO. 3 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 3 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) 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 MARCH 31, 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. 3 to Tender Offer Statement on Schedule 14D-1 and Amendment No. 3 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(e) is hereby further amended and supplemented as follows: On March 27, 1997, Plaintiffs filed a Consented to Motion for Voluntary Non-Suit with Prejudice (the "Motion"). On March 31, 1997, the court ordered that the Motion be granted. A copy of the Motion and the related Notice of Decision is filed herewith as Exhibit (g)(2) and is incorporated herein by reference. Item 10(f) is hereby further amended and supplemented by the addition of the following paragraphs thereto: The introductory clause of the first paragraph of Section 14 of the Offer to Purchase ("Conditions to the Offer") is hereby amended and restated in its entirety to read as follows: "Notwithstanding any other provision of the Offer, subject to the provisions of the Merger Agreement, the Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer and not accept for payment any tendered Shares if (i) any applicable waiting period under the HSR Act has not expired or been terminated prior to the expiration of the Offer, (ii) any Insurance Regulatory Approvals or any other material consent, approval, or authorization required under Federal or any State law required to consummate the Offer have not been obtained, except where the failure to have obtained any such approvals, consents, authorizations or Insurance Regulatory Approvals would not have a Company Material Adverse Effect and would not result in a violation of law, (iii) the Minimum Condition has not been satisfied, or (iv) at any time on or after February 26, 1997, and before the Expiration Date, any of the following events shall occur:" ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by the addition of the following exhibit thereto: Exhibit (g)(2) Consented to Motion for Voluntary Non-Suit with Prejudice and Notice of Decision (Kurzweil, et al v. Healthsource, Inc. et al) 4 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: April 7, 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 5 EXHIBIT INDEX EXHIBIT - ------- (g)(2) Consented to Motion for Voluntary Non-Suit with Prejudice and Notice of Decision (Kurzweil, et al v. Healthsource, Inc. et al) EX-99.(G)(2) 2 CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT 1 THE STATE OF NEW HAMPSHIRE MERRIMACK, SS SUPERIOR COURT BETTY GRAYSON KURZWEIL and ROBERT GRAYSON, as trustees under the will of FLORENCE ROSENMAN, on behalf of themselves and all others similarly situated v. HEALTHSOURCE, INC., MERWYN BAGAN, M.D., PAUL D. BARON, M.D., ROBERT S. CATHCART, III, M.D., ROBERT H. BILBRO, M.D., DANIEL F. EUBANK, M.D., ROBERT A. LEIPOLD, M.D., FRANCIS G. MIDDLETON, M.D., NORMAN C. PAYSON, M.D., DANIEL W. SCHALL, M.D., J. HAROLD CHANDLER AND CIGNA CORPORATION Docket No. 97-C-112 CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT WITH PREJUDICE NOW COME Betty Grayson Kurzweil and Robert Grayson, as trustees under the will of Florence Rosenman, on behalf of themselves, plaintiffs in the within action, by and through their attorneys, Upshall, Cooper & Temple, P.A. and respectfully state as follows: 1. The within action was instituted by Writ dated March 7, 1997, returnable the first Tuesday of April, 1997 and enacted with this Honorable Court on or about March 17, 1997. 2. Plaintiffs wish to withdraw said action, with prejudice. 3. Counsel for plaintiffs have discussed plaintiffs' intent to non-suit this matter with Daniel N. Gregoire, Esquire, counsel for defendant Healthsource, Inc. and the individual director defendants; and with Warren C. Nightswander, Esquire, counsel for defendant Cigna Corporation. Defense counsel have indicated that they consent to plaintiffs' voluntary non-suit with prejudice. WHEREFORE, Plaintiffs respectfully pray as follows: 2 A. That a voluntary non-suit with prejudice be entered in the within matter as it relates to plaintiffs' claim. Respectfully submitted BETTY GRAYSON KURZWEIL, and ROBERT GRAYSON By and through their attorneys, UPSHALL, COOPER & TEMPLE, P.A. /s/ FREDERICK E. UPSHALL, JR. ----------------------------------- Frederick E. Upshall, Jr. 10 Green Street, P.O. Box 867 Concord, NH 03302-0867 (603) 225-2791 OF COUNSEL: Shane The. Rowley Jeffrey G. Smith WOLF HALDENSTEIN ALDER FREEMAN & HERZ LLP 270 Madison Avenue New York, NY 10016 (212) 545-4600 CERTIFICATION I hereby certify that a copy of the within Consented to Motion for Voluntary Non-Suit with Prejudice has this day been mailed, postage prepaid, to Daniel N. Gregoire, Esquire, counsel for Healthsource, Inc. and individual director defendants; and Warren C. Nightswander, Esquire, counsel for Cigna, Corp. in the within action. Date: March 27, 1997 /s/ FREDERICK E. UPSHALL, JR. ----------------------------------- Frederick E. Upshall, Jr. -2- Docket #97-C-112, Kurzweil, et al v. Healthsource, Inc. et al 3 THE STATE OF NEW HAMPSHIRE Merrimack Superior Court 163 N. Main Street P.O. Box 2880 Concord, NH 03301-2880 603 225-5501 NOTICE OF DECISION WARREN C. NIGHSWANDER, ESQ. SULLOWAY & HOLLIS PO BOX 1256 CONCORD, NH 03302-1256 97-C-0112 Betty Grayson Kurzweil et al vs. Healthsource, Inc. et al Please be advised that on 3/31/97 Judge Manias made the following order relative to: Motion for Voluntary Non-Suit ; Granted CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT WITH PREJUDICE. 03/31/97 William McGraw, Clerk cc: Frederick E. Upshall, Esq. Healthsource, Inc. Merwyn Bagan, M.D. Paul D. Baron, M.D. Robert S. Cathcart, III, M.D. Robert H. Bilbro, M.D. Daniel F. Eubank, M.D. Robert A. Leipold, M.D. Francis G. Middleton, M.D. Norman C. Payson, M.D. David W. Schall, M.D. J. Harold Chandler, M.D. Cigna Corporation -----END PRIVACY-ENHANCED MESSAGE-----