-----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, MdlZeUa/4MfnZ2cdtla8KOrfoRCg1nQPXr9Y7Ls+owezo4uv7M+00ofTjF/whuC0 PLiiEZXZmKZkJXOd8pvLfw== 0000002648-95-000038.txt : 19951220 0000002648-95-000038.hdr.sgml : 19951220 ACCESSION NUMBER: 0000002648-95-000038 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951219 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AETNA LIFE & CASUALTY CO CENTRAL INDEX KEY: 0000002648 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060843808 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05704 FILM NUMBER: 95602662 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 8602730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE STREET 2: FINANCIAL YF8H CITY PLACE CITY: HARTFORD STATE: CT ZIP: 06156 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ Amendment No. 1 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AETNA LIFE AND CASUALTY COMPANY (Exact name of registrant as specified in its charter) Connecticut 06-0843808 _______________________________________ _______________________________ (State of incorporation or organization) (IRS Employer Identification No.) 151 Farmington Avenue, Hartford, Connecticut 06156 ________________________________________ _________ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ___________________ ______________________________ Preferred Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange ________________________ Securities to be registered pursuant to Section 12(g) of the Act: None ________________________________________________ (Title of Class) ITEM 1. Description of Registrant's Securities to be Registered. On October 27, 1989, the Board of Directors of Aetna Life and Casualty Company (the "Company") declared a dividend distribution of one right (a "Right") for each outstanding share of Common Capital Stock, without par value (the "Common Shares"), of the Company. The distribution was paid on November 7, 1989 (the "Record Date") to the shareholders of record as of the close of business on the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Class B Voting Preferred Stock, Series A, without par value (the "Preferred Shares"), of the Company at a price of $200.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of October 27, 1989 and amended by Amendment No. 1 to Rights Agreement dated as of December 19, 1995 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the Rights Agreement, as amended by Amendment No. 1 thereto. The Amendment No. 1 to Rights Agreement referred to above lowered to 15% the percentage of the Company's outstanding Common Shares the acquisition of Beneficial Ownership of which, or the commencement of a tender or exchange offer for which, does or may cause the occurrence, among other things, of the Distribution Date, Share Acquisition Date and/or a Flip-In Event. The Rights Agreement, together with Amendment No. 1 thereto, are filed as exhibits hereto and are incorporated herein by this reference. The foregoing description of Amendment No. 1 to the Rights Agreement is qualified in its entirety by reference to such documents. ITEM 2. Exhibits. 1. Form of Right Certificate (Exhibit B to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 2. Rights Agreement, incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 3. Form of Certificate of Amendment of the Certificate of Incorporation of Aetna Life and Casualty Company (Exhibit A to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 4. Summary of Rights to Purchase Preferred Stock (Exhibit C to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 5. Amendment No. 1 to Rights Agreement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. AETNA LIFE AND CASUALTY COMPANY (Registrant) By /s/Lucille M. Nickerson ___________________________ Name: Lucille M. Nickerson Title: Corporate Secretary Date: December 19, 1995 INDEX TO EXHIBITS Exhibit Number Exhibit 1. Form of Right Certificate (Exhibit B to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 2. Rights Agreement, incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 3. Form of Certificate of Amendment of the Certificate of Incorporation of Aetna Life and Casualty Company (Exhibit A to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 4. Summary of Rights to Purchase Preferred Stock (Exhibit C to the Rights Agreement incorporated as Exhibit 2 hereto), incorporated herein by reference to the Company's 1992 Form 10-K, filed on March 17, 1993. 5. Amendment No. 1 to Rights Agreement. EX-1 2 AMENDMENT NO. 1 to RIGHTS AGREEMENT AMENDMENT NO. 1 dated as of December 19, 1995 (this "Amendment") between AETNA LIFE AND CASUALTY COMPANY, a Connecticut insurance corporation (the "Company") and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have previously entered into that certain Rights Agreement dated as of October 27, 1989 (the "Rights Agreement"); and WHEREAS, the Company has, pursuant to prior resolutions of the Company's Board of Directors, determined to amend the Rights Agreement as hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: 1. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings given them in the Rights Agreement, and each reference in the Rights Agreement to "this Agreement", "hereof", "herein", "hereunder" or "hereby" and each other similar reference shall be deemed to refer to the Rights Agreement as amended hereby. 2. The Rights Agreement is hereby amended as follows: (a) The reference to "20%" in Section 1(a)(i) is amended to read "15%"; (b) The reference to "30%" in Section 1(i)(ii) is amended to read "15%"; and (c) Each reference in Section 11(a)(ii)(A) to "20%" is amended to read "15%". 3. This Amendment shall be construed in accordance with and governed by the laws of the State of Connecticut (without regard to principles of conflict of laws). 4. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 5. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. AETNA LIFE AND CASUALTY COMPANY By /s/Lucille M. Nickerson _____________________________ Name: Lucille M. Nickerson Title: Corporate Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By /s/Ralph Persico ___________________________________ Name: Ralph Persico Title: Customer Service Officer -----END PRIVACY-ENHANCED MESSAGE-----