-----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, WcEr/ZWgAKjKqrlU5tEV1u0Io1W/b2S+7bN/7xN3CllXesqgL/2zAP85il6M/bhM 3SIuSF+sBhHg7AEZ03rOzA== 0000807985-00-000067.txt : 20000309 0000807985-00-000067.hdr.sgml : 20000309 ACCESSION NUMBER: 0000807985-00-000067 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AETNA INC CENTRAL INDEX KEY: 0001013761 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 020488491 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46519 FILM NUMBER: 563263 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 8602738642 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 STREET 2: STE 301 CITY: MEMPHIS STATE: TN ZIP: 38119 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Aetna, Inc. ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class and Securities) 008117103 ___________________________________________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Charles D. Reaves Vice President & General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue; Suite 900 Memphis, TN 38119 (901) 761-2474 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 2000 ___________________________________________ (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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 008117103 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment advisory clients ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 5,577,100 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 1,768,400 shares (Shared) 1,124,300 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 6,701,400 shares ________________________________ :(10) SHARED DISPOSITIVE POWER : 1,768,400 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,469,800 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.0% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 008117103 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: None ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : None ________________________________ :(9) SOLE DISPOSITIVE POWER : None ________________________________ :(10) SHARED DISPOSITIVE POWER : None ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 2 ) ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IN ___________________________________________________________________ Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the common stock (the "Securities") of Aetna, Inc., a Connecticut corporation (the "Issuer"). The Issuer has its principal executive offices located at 151 Farmington Avenue, Hartford, Connecticut 06156. Item 2. Identity and Background Subparagraphs (a), (b), and (c). This statement is being filed by Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor registered with the Securities & Exchange Commission under the Investment Advisers Act of 1940, as amended. The address of its principal office is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an investment advisor to various individual clients, institutions(including qualified retirement plans), endowment funds and to Longleaf Partners Funds Trust ("Longleaf"), a registered investment company organized as a Massachusetts business trust and having four series or portfolios. One of its series, Longleaf Partners Fund, owns Securities of the Issuer. Neither Longleaf Partners Fund nor any other managed account owns as much as 5% of the outstanding Securities. Longleaf Partners Fund may be reached c/o Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of the investment advisory clients of Southeastern Asset Management, Inc., including Longleaf Partners Fund, under sole or shared discretionary authority granted Southeastern. None of the Securities are owned by or on behalf of Southeastern or by any of its directors or officers, or any Trustees or officers of Longleaf. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer of Southeastern, in the event he could be deemed to be an indirect beneficial owner of the Securities reported by Southeastern through the exercise of voting control and/or dispositive power over the Securities as the result of his official positions or ownership of voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns any Securities for its or his own account and each disclaims beneficial interest in any of the Securities reported herein. (d) During the last five years, neither Southeastern, the series of Longleaf Partners Funds Trust, nor Mr. Hawkins has been convicted in any criminal proceeding. (e) During the last five years, neither Southeastern, the series of Longleaf Partners Funds Trust, nor Mr. Hawkins has been a party to any civil or administrative proceeding involving any alleged violations of any securities laws. (f) Southeastern is a corporation organized and existing under the laws of the State of Tennessee; Longleaf Partners Funds Trust is a Massachusetts business trust. Mr. Hawkins is a citizen of the United States. The names, business addresses, and principal occupations of each director and executive officer of Southeastern are set forth in Schedule I. Item 3. Source and Amount of Funds or Other Consideration The respective investment advisory clients of Southeastern used approximately $ 444,336,522 in the aggregate to purchase the Securities reported in this filing. All assets used to purchase Securities were assets of these respective clients and none were assets of Southeastern. In addition, none of the proceeds used to purchase the Securities were provided through borrowings of any nature. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which Southeastern has either sole or shared discretionary investment or voting power. The Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer in the event that either should be deemed to be a member of a group under Section 13(d)(3) or the beneficial owner of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership on the part of Southeastern and Mr. Hawkins as members of a group or as beneficial owners is expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities were made for investment purposes only, in the ordinary course of business of Southeastern as a registered investment advisor. Southeastern may purchase additional Securities on behalf of clients in the future, or may sell all or a part of the current holdings of the Securities. Southeastern is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Southeastern analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies, often at management's invitation. Southeastern qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Southeastern may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters in which Southeastern may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause the Company's true economic value to be recognized. In such situations, Southeastern may elect to file Schedule 13D, or to convert an existing filing on Schedule 13G to a filing on Schedule 13D, in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. In this situation, Southeastern has had conversations with third parties, and intends to have additional conversations with these and one or more other third parties and/or the Issuer's management, regarding actions or transactions of the type described in clauses (a) through (j) of Item 4 of the Schedule 13D form. To obtain the necessary flexibility to discuss any such actions or transactions with any such third parties or with the Issuer's management, Southeastern is filing Schedule 13D. Southeastern will thus be able to discuss any such proposals with the respective third parties and/or with management of the Issuer as a means of fulfilling its fiduciary duties to its clients. As the result of this filing on Schedule 13D, and depending on the circumstances, Southeastern and its clients could support one or more of the actions or transactions described in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 8,469,800 shares of the common stock of the Issuer, constituting approximately 6.0% of the 141,289,941 shares outstanding. Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Voting Authority Sole: 5,577,100 3.9% Shared: 1,768,400* 1.3% None: 1,124,300 0.8% Total 8,469,800 6.0% *Consists of 1,768,400 shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. Dispositive Authority Sole: 6,701,400 4.7% Shared: 1,768,400* 1.3% Total 8,469,800 6.0% *Consists of 1,768,400 shares owned by Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts, for which Southeastern generally makes recommendations with respect thereto. Shares held by any Series of Longleaf Partners Funds Trust are reported in the "shared" category. (c) All purchase or sale transactions in the Securities during the past sixty days are set forth on Schedule II. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Southeastern are established in written investment advisory agreements between clients and Southeastern, which are entered into in the normal and usual course of the business of Southeastern as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Southeastern may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts; such authority is generally retained by the clients for accounts classified as "non- discretionary". Item 7. Material to be Filed as an Exhibit Schedule I. Information with Respect to Directors and Officers of Southeastern Asset Management, Inc. Schedule II. Purchase and sale transactions within the past 60 days. SIGNATURES After reasonable 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: March 8, 2000 SOUTHEASTERN ASSET MANAGEMENT, INC. By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Vice President & General Counsel O. MASON HAWKINS (Individually) /s/ O. Mason Hawkins _______________________________ Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of the 8th day of March, 2000. Southeastern Asset Management, Inc. By /s/ Charles D. Reaves _______________________________________________ Charles D. Reaves Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ SCHEDULE I Information with Respect to Executive Officers and Directors The following information is disclosed for each of the directors and executive officers of Southeastern: name; business address; and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Southeastern Asset Management, Inc., having its principal executive offices located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119. Each individual identified below is a citizen of the United States. To the knowledge of management of Southeastern, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. SOUTHEASTERN ASSET MANAGEMENT, INC. Directors O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive Officer, Co-Portfolio Manager of Longleaf Partners Funds. G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds. Frank N. Stanley, III: Director and Vice President of Southeastern Asset Management, Inc. Other Officers James H. Barton Vice President John B. Buford Vice President C. T. Fitzpatrick Vice President Lee B. Harper Vice President Randy D. Holt Vice President and Secretary Andrew R. McCarroll Vice President and Assistant General Counsel E. Andrew McDermott Vice President Joseph L. Ott Vice President and Treasurer Charles D. Reaves Vice President and General Counsel Deborah L. Sullivan Vice President-Trading James E. Thompson, Jr. Vice President SCHEDULE II PURCHASE ("by") AND SALE ("sl") TRANSACTIONS WITHIN PAST 60 DAYS All purchases and sales listed below were normal, open-market transactions. Tran Trade Type Security Date Quantity Total Price Per Share ---- -------------------------- ------------------------ ------------ by Aetna, Inc. 01-06-00 45,000 2,436,043 54.134 by Aetna, Inc. 01-06-00 209,000 11,314,069 54.134 by Aetna, Inc. 01-06-00 17,000 922,420 54.260 by Aetna, Inc. 01-06-00 350,500 18,974,072 54.134 by Aetna, Inc. 01-07-00 2,600 141,238 54.322 by Aetna, Inc. 01-07-00 38,300 2,136,370 55.780 by Aetna, Inc. 01-10-00 36,000 2,041,369 56.705 by Aetna, Inc. 01-10-00 15,000 850,570 56.705 by Aetna, Inc. 01-10-00 12,000 680,456 56.705 by Aetna, Inc. 01-10-00 13,000 737,161 56.705 by Aetna, Inc. 01-10-00 44,000 2,495,007 56.705 by Aetna, Inc. 01-10-00 4,000 226,819 56.705 by Aetna, Inc. 01-10-00 31,000 1,757,846 56.705 by Aetna, Inc. 01-10-00 6,100 353,098 57.885 by Aetna, Inc. 01-10-00 190,000 10,773,893 56.705 by Aetna, Inc. 01-10-00 30,000 1,701,141 56.705 by Aetna, Inc. 01-11-00 100,000 5,700,750 57.008 by Aetna, Inc. 01-11-00 50,000 2,850,375 57.008 by Aetna, Inc. 01-11-00 40,000 2,267,400 56.685 by Aetna, Inc. 01-11-00 9,000 511,855 56.873 by Aetna, Inc. 01-11-00 56,400 3,204,789 56.823 by Aetna, Inc. 01-11-00 150,000 8,551,125 57.008 by Aetna, Inc. 01-11-00 20,000 1,132,000 56.600 by Aetna, Inc. 01-13-00 25,000 1,413,895 56.556 by Aetna, Inc. 01-13-00 20,000 1,138,900 56.945 by Aetna, Inc. 01-13-00 6,400 362,213 56.596 by Aetna, Inc. 01-13-00 12,000 683,340 56.945 by Aetna, Inc. 01-13-00 29,000 1,641,400 56.600 by Aetna, Inc. 01-14-00 6,000 337,736 56.289 by Aetna, Inc. 01-14-00 18,000 1,013,207 56.289 by Aetna, Inc. 01-14-00 10,000 562,893 56.289 by Aetna, Inc. 01-14-00 10,000 562,893 56.289 by Aetna, Inc. 01-14-00 5,000 281,446 56.289 by Aetna, Inc. 01-14-00 5,000 281,446 56.289 by Aetna, Inc. 01-14-00 30,000 1,688,679 56.289 by Aetna, Inc. 01-14-00 10,600 599,691 56.575 by Aetna, Inc. 01-14-00 13,000 735,730 56.595 by Aetna, Inc. 01-14-00 25,000 1,407,232 56.289 by Aetna, Inc. 01-14-00 12,400 708,986 57.176 by Aetna, Inc. 01-14-00 123,500 6,951,729 56.289 by Aetna, Inc. 01-14-00 22,000 1,243,761 56.535 by Aetna, Inc. 01-18-00 25,000 1,403,312 56.132 by Aetna, Inc. 01-18-00 50,500 2,840,403 56.246 by Aetna, Inc. 01-18-00 8,000 448,980 56.123 by Aetna, Inc. 01-19-00 24,000 1,350,240 56.260 by Aetna, Inc. 01-19-00 55,500 3,120,571 56.227 by Aetna, Inc. 01-19-00 85,000 4,779,252 56.226 by Aetna, Inc. 01-19-00 20,000 1,124,530 56.227 by Aetna, Inc. 01-20-00 45,000 2,521,804 56.040 by Aetna, Inc. 01-20-00 8,000 448,321 56.040 by Aetna, Inc. 01-20-00 13,000 728,521 56.040 by Aetna, Inc. 01-20-00 27,500 1,541,103 56.040 by Aetna, Inc. 01-20-00 16,000 896,642 56.040 by Aetna, Inc. 01-20-00 12,000 672,481 56.040 by Aetna, Inc. 01-20-00 35,000 1,961,403 56.040 by Aetna, Inc. 01-20-00 61,000 3,418,446 56.040 by Aetna, Inc. 01-20-00 55,000 3,082,205 56.040 by Aetna, Inc. 01-20-00 10,000 560,401 56.040 by Aetna, Inc. 01-21-00 16,000 891,634 55.727 by Aetna, Inc. 01-21-00 12,000 668,725 55.727 by Aetna, Inc. 01-21-00 54,900 3,054,361 55.635 by Aetna, Inc. 01-21-00 107,600 5,996,236 55.727 by Aetna, Inc. 01-21-00 27,900 1,554,786 55.727 by Aetna, Inc. 01-21-00 68,000 3,789,443 55.727 by Aetna, Inc. 01-21-00 50,000 2,786,355 55.727 by Aetna, Inc. 01-24-00 11,000 612,512 55.683 by Aetna, Inc. 01-24-00 5,000 278,414 55.683 by Aetna, Inc. 01-24-00 61,500 3,424,498 55.683 by Aetna, Inc. 01-24-00 3,000 167,049 55.683 by Aetna, Inc. 01-24-00 9,000 501,146 55.683 by Aetna, Inc. 01-24-00 9,500 529,126 55.697 by Aetna, Inc. 01-24-00 12,500 696,036 55.683 by Aetna, Inc. 01-24-00 120,000 6,681,948 55.683 by Aetna, Inc. 01-24-00 14,000 779,561 55.683 by Aetna, Inc. 01-24-00 10,000 556,829 55.683 by Aetna, Inc. 01-24-00 13,000 723,878 55.683 by Aetna, Inc. 01-24-00 13,000 723,878 55.683 by Aetna, Inc. 01-24-00 10,000 556,829 55.683 by Aetna, Inc. 01-25-00 31,000 1,716,461 55.370 by Aetna, Inc. 01-25-00 11,000 609,067 55.370 by Aetna, Inc. 01-25-00 17,000 941,285 55.370 by Aetna, Inc. 01-25-00 9,000 498,327 55.370 by Aetna, Inc. 01-25-00 2,000 110,770 55.385 by Aetna, Inc. 01-25-00 18,000 996,655 55.370 by Aetna, Inc. 01-25-00 21,500 1,190,449 55.370 by Aetna, Inc. 01-25-00 23,000 1,273,503 55.370 by Aetna, Inc. 01-25-00 10,000 553,697 55.370 by Aetna, Inc. 01-25-00 16,000 885,915 55.370 by Aetna, Inc. 01-25-00 105,000 5,813,818 55.370 by Aetna, Inc. 01-25-00 112,000 6,201,406 55.370 by Aetna, Inc. 01-25-00 24,000 1,328,873 55.370 by Aetna, Inc. 01-25-00 15,000 830,545 55.370 by Aetna, Inc. 01-25-00 14,000 775,176 55.370 by Aetna, Inc. 01-25-00 14,000 775,176 55.370 by Aetna, Inc. 01-25-00 23,000 1,273,503 55.370 by Aetna, Inc. 01-25-00 13,000 719,806 55.370 by Aetna, Inc. 01-25-00 10,000 553,697 55.370 by Aetna, Inc. 01-26-00 4,500 248,332 55.185 by Aetna, Inc. 01-26-00 10,000 552,500 55.250 by Aetna, Inc. 01-26-00 57,500 3,169,544 55.123 by Aetna, Inc. 01-26-00 7,000 387,898 55.414 by Aetna, Inc. 01-27-00 15,500 856,375 55.250 by Aetna, Inc. 01-27-00 2,000 110,500 55.250 by Aetna, Inc. 01-27-00 1,000 55,250 55.250 by Aetna, Inc. 01-27-00 11,000 600,539 54.594 by Aetna, Inc. 01-27-00 18,000 991,049 55.058 by Aetna, Inc. 01-27-00 10,000 545,945 54.595 by Aetna, Inc. 01-27-00 21,000 1,141,971 54.380 by Aetna, Inc. 01-27-00 2,000 108,764 54.382 by Aetna, Inc. 01-27-00 2,500 133,846 53.538 by Aetna, Inc. 01-27-00 11,000 588,915 53.538 by Aetna, Inc. 01-27-00 5,000 271,896 54.379 by Aetna, Inc. 01-27-00 19,000 1,035,452 54.497 by Aetna, Inc. 01-27-00 46,500 2,569,590 55.260 by Aetna, Inc. 01-27-00 16,000 873,512 54.595 by Aetna, Inc. 01-27-00 13,000 705,891 54.299 by Aetna, Inc. 01-28-00 40,000 2,138,076 53.452 by Aetna, Inc. 01-28-00 3,000 160,356 53.452 by Aetna, Inc. 01-28-00 9,800 523,829 53.452 by Aetna, Inc. 01-28-00 89,500 4,794,515 53.570 by Aetna, Inc. 01-28-00 25,000 1,336,297 53.452 by Aetna, Inc. 01-28-00 29,800 1,596,460 53.572 by Aetna, Inc. 01-28-00 14,200 759,017 53.452 by Aetna, Inc. 01-31-00 9,000 479,294 53.255 by Aetna, Inc. 01-31-00 2,500 133,775 53.510 by Aetna, Inc. 01-31-00 70,700 3,765,121 53.255 by Aetna, Inc. 01-31-00 8,000 426,039 53.255 by Aetna, Inc. 02-01-00 39,000 2,147,730 55.070 by Aetna, Inc. 02-01-00 2,000 106,520 53.260 by Aetna, Inc. 02-01-00 11,000 605,770 55.070 by Aetna, Inc. 02-02-00 2,000 110,384 55.192 by Aetna, Inc. 02-02-00 2,600 146,438 56.322 by Aetna, Inc. 02-02-00 7,000 386,343 55.192 by Aetna, Inc. 02-02-00 45,500 2,523,826 55.469 by Aetna, Inc. 02-02-00 7,700 424,977 55.192 by Aetna, Inc. 02-03-00 27,600 1,537,477 55.706 by Aetna, Inc. 02-03-00 45,000 2,488,000 55.289 by Aetna, Inc. 02-03-00 8,200 454,157 55.385 by Aetna, Inc. 02-04-00 4,800 267,648 55.760 by Aetna, Inc. 02-04-00 53,000 2,942,099 55.511 by Aetna, Inc. 02-04-00 8,000 444,090 55.511 by Aetna, Inc. 02-07-00 27,000 1,503,765 55.695 by Aetna, Inc. 02-07-00 11,700 651,631 55.695 by Aetna, Inc. 02-07-00 3,200 179,232 56.010 by Aetna, Inc. 02-07-00 14,300 800,943 56.010 by Aetna, Inc. 02-07-00 18,500 1,036,185 56.010 by Aetna, Inc. 02-07-00 13,300 740,743 55.695 by Aetna, Inc. 02-07-00 11,000 612,645 55.695 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 5,000 240,965 48.193 by Aetna, Inc. 02-08-00 3,000 144,579 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 150,000 7,245,195 48.301 by Aetna, Inc. 02-08-00 4,000 192,772 48.193 by Aetna, Inc. 02-08-00 1,000 48,690 48.690 by Aetna, Inc. 02-08-00 1,000 48,690 48.690 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 13,000 620,868 47.759 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 2,000 96,386 48.193 by Aetna, Inc. 02-08-00 7,000 337,351 48.193 by Aetna, Inc. 02-08-00 14,000 674,702 48.193 by Aetna, Inc. 02-08-00 18,000 869,423 48.301 by Aetna, Inc. 02-08-00 3,000 144,579 48.193 by Aetna, Inc. 02-08-00 2,000 96,386 48.193 by Aetna, Inc. 02-08-00 2,000 96,120 48.060 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 2,000 96,386 48.193 by Aetna, Inc. 02-08-00 7,000 337,351 48.193 by Aetna, Inc. 02-08-00 5,000 229,675 45.935 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 6,000 289,158 48.193 by Aetna, Inc. 02-08-00 4,000 192,772 48.193 by Aetna, Inc. 02-08-00 2,000 95,872 47.936 by Aetna, Inc. 02-08-00 85,000 4,144,591 48.760 by Aetna, Inc. 02-08-00 3,000 144,579 48.193 by Aetna, Inc. 02-08-00 27,000 1,301,211 48.193 by Aetna, Inc. 02-08-00 2,000 95,518 47.759 by Aetna, Inc. 02-08-00 10,000 481,930 48.193 by Aetna, Inc. 02-08-00 85,000 4,096,405 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 5,000 240,965 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 7,000 337,351 48.193 by Aetna, Inc. 02-08-00 2,000 96,386 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 2,000 96,386 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 1,000 48,193 48.193 by Aetna, Inc. 02-08-00 25,000 1,204,825 48.193 by Aetna, Inc. 02-08-00 14,000 674,702 48.193 by Aetna, Inc. 02-08-00 49,500 2,385,553 48.193 by Aetna, Inc. 02-08-00 2,000 95,598 47.799 by Aetna, Inc. 02-08-00 15,000 731,398 48.760 by Aetna, Inc. 02-08-00 1,000 47,819 47.819 by Aetna, Inc. 02-08-00 129,000 6,290,027 48.760 by Aetna, Inc. 02-08-00 500 24,114 48.228 by Aetna, Inc. 02-08-00 2,000 96,448 48.224 by Aetna, Inc. 02-08-00 28,000 1,365,277 48.760 by Aetna, Inc. 02-08-00 11,000 536,359 48.760 by Aetna, Inc. 02-08-00 39,000 1,901,636 48.760 by Aetna, Inc. 02-08-00 53,000 2,584,275 48.760 by Aetna, Inc. 02-08-00 2,000 95,518 47.759 by Aetna, Inc. 02-08-00 17,000 821,122 48.301 by Aetna, Inc. 02-08-00 15,000 724,519 48.301 by Aetna, Inc. 02-09-00 117,000 5,187,207 44.335 by Aetna, Inc. 02-09-00 2,000 88,670 44.335 by Aetna, Inc. 02-09-00 6,000 275,685 45.948 by Aetna, Inc. 02-09-00 2,000 91,895 45.948 by Aetna, Inc. 02-09-00 3,000 133,005 44.335 by Aetna, Inc. 02-09-00 62,000 2,848,745 45.948 by Aetna, Inc. 02-09-00 4,000 173,990 43.498 by Aetna, Inc. 02-09-00 2,000 88,670 44.335 by Aetna, Inc. 02-09-00 2,000 91,895 45.948 by Aetna, Inc. 02-09-00 9,000 413,527 45.947 by Aetna, Inc. 02-09-00 7,200 319,213 44.335 by Aetna, Inc. 02-09-00 16,000 735,160 45.948 by Aetna, Inc. 02-09-00 4,000 177,340 44.335 by Aetna, Inc. 02-09-00 3,000 137,842 45.947 by Aetna, Inc. 02-10-00 1,000 42,072 42.072 by Aetna, Inc. 02-10-00 1,000 42,072 42.072 by Aetna, Inc. 02-10-00 1,000 42,072 42.072 by Aetna, Inc. 02-10-00 4,000 168,290 42.073 by Aetna, Inc. 02-10-00 2,000 84,145 42.073 by Aetna, Inc. 02-10-00 3,000 126,217 42.072 by Aetna, Inc. 02-10-00 5,000 210,362 42.072 by Aetna, Inc. 02-10-00 16,000 673,160 42.073 by Aetna, Inc. 02-10-00 8,000 327,431 40.929 by Aetna, Inc. 02-10-00 2,000 84,145 42.073 by Aetna, Inc. 02-10-00 20,000 841,450 42.073 by Aetna, Inc. 02-10-00 30,000 1,262,175 42.073 by Aetna, Inc. 02-10-00 1,000 41,074 41.074 by Aetna, Inc. 02-10-00 1,000 42,072 42.072 by Aetna, Inc. 02-10-00 15,000 631,050 42.070 by Aetna, Inc. 02-10-00 1,000 42,072 42.072 by Aetna, Inc. 02-10-00 113,000 4,754,192 42.072 by Aetna, Inc. 02-10-00 3,000 122,787 40.929 by Aetna, Inc. 02-10-00 8,000 327,431 40.929 by Aetna, Inc. 02-10-00 21,000 859,507 40.929 by Aetna, Inc. 02-10-00 9,000 368,360 40.929 by Aetna, Inc. 02-10-00 314,000 12,851,675 40.929 by Aetna, Inc. 02-10-00 6,000 245,573 40.929 by Aetna, Inc. 02-10-00 2,000 82,138 41.069 by Aetna, Inc. 02-10-00 4,000 163,716 40.929 by Aetna, Inc. 02-10-00 5,000 204,644 40.929 by Aetna, Inc. 02-10-00 9,000 368,360 40.929 by Aetna, Inc. 02-10-00 11,000 450,218 40.929 by Aetna, Inc. 02-10-00 25,000 1,023,222 40.929 by Aetna, Inc. 02-10-00 97,000 3,970,103 40.929 by Aetna, Inc. 02-10-00 3,000 122,787 40.929 by Aetna, Inc. 02-10-00 9,000 368,360 40.929 by Aetna, Inc. 02-10-00 5,000 204,644 40.929 by Aetna, Inc. 02-11-00 14,000 558,265 39.876 by Aetna, Inc. 02-11-00 17,000 678,832 39.931 by Aetna, Inc. 02-14-00 6,000 233,981 38.997 by Aetna, Inc. 02-14-00 30,000 1,169,907 38.997 by Aetna, Inc. 02-14-00 11,000 428,966 38.997 by Aetna, Inc. 02-14-00 29,000 1,158,089 39.934 by Aetna, Inc. 02-14-00 6,000 239,605 39.934 by Aetna, Inc. 02-14-00 3,000 118,305 39.435 by Aetna, Inc. 02-14-00 7,000 275,170 39.310 by Aetna, Inc. 02-14-00 30,400 1,185,506 38.997 by Aetna, Inc. 02-14-00 5,900 236,059 40.010 by Aetna, Inc. 02-14-00 7,600 296,376 38.997 by Aetna, Inc. 02-14-00 31,000 1,219,360 39.334 by Aetna, Inc. 02-14-00 3,000 117,742 39.247 by Aetna, Inc. 02-14-00 15,000 584,953 38.997 by Aetna, Inc. 02-18-00 5,000 194,675 38.935 by Aetna, Inc. 02-23-00 2,000 80,620 40.310 by Aetna, Inc. 02-28-00 57,000 2,330,445 40.885 by Aetna, Inc. 03-01-00 30,000 1,254,801 41.827 sl Aetna, Inc. 03-01-00 18,000 971,608 53.978 sl Aetna, Inc. 03-02-00 11,800 713,168 60.438 sl Aetna, Inc. 03-02-00 14,200 858,219 60.438 sl Aetna, Inc. 03-02-00 9,000 543,942 60.438 1 AET13D.doc -----END 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