-----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, RAPnFXy8/6mEkQCkr3V77Rxw3Qd8IMAHIzKpZ/b0R7hyPoR2ZVSjHZzyP3pVgx61 p6GOkFYpTJLEKvyn+3+VLg== 0000002648-96-000033.txt : 19960612 0000002648-96-000033.hdr.sgml : 19960612 ACCESSION NUMBER: 0000002648-96-000033 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960607 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: 96578242 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. 2 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 ------------------- ------------------------------ New York Stock Exchange Preferred Stock Purchase Rights 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 adividend 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 Nos. 1 and 2 to Rights Agreement, dated as of December 19, 1995 and May 31, 1996, respectively (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 Nos. 1 and 2 thereto. The Amendment No. 1 to Rights Agreement 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. Amendment No. 2 to the Rights Agreement provides that, for purposes of the Rights Agreement, none of the parties to the Agreement and Plan of Merger, dated as of March 30, 1996, as amended, among the Company, U.S. Healthcare, Inc., Antelope Sub., Inc., Aetna Inc. and New Merger Corporation, shall be deemed a "Beneficial Owner" of, or to "beneficially own" shares of any class of capital stock of the Company. 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, incorporated herein by reference to Amendment No. 1 to the Company's Form 8-A, filed on December 19, 1995. 6. Amendment No. 2 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 June 7, 1996 INDEX TO EXHIBITS Exhibit Exhibit Number 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, incorporated herein by reference to Amendment No. 1 to the Company's Form 8-A, filed on December 19, 1995. 6. Amendment No. 2 to Rights Agreement. EX-6 2 AMENDMENT NO. 2 to RIGHTS AGREEMENT AMENDMENT NO. 2 dated as of May 31, 1996 (this "Amendment") between AETNA LIFE AND CASUALTY COMPANY, a Connecticut 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, as amended by Amendment No. 1 thereto dated as of December 19, 1995, between the Company and the Rights Agent (the "Rights Agreement"); WHEREAS, the Company, U.S. Healthcare, Inc., a Pennsylvania corporation ("U.S. Healthcare"), Aetna Inc., a Connecticut corporation ("Aetna"), Antelope Sub, a wholly-owned subsidiary of Aetna Inc. ("Aetna Sub"), and New Merger Corporation, a wholly-owned subsidiary of Aetna Inc. ("U.S. Healthcare Sub"), entered into that certain Agreement and Plan of Merger dated as of March 30, 1996, as amended (the "Merger Agreement"); WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders that the transactions contemplated by the Merger Agreement not trigger the rights granted under the Rights Agreement; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement as hereinafter set forth and have duly approved this Amendment and authorized its execution and delivery. 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. Section 1 of the Rights Agreement is hereby amended by adding the following as the last paragraph of the definition of "Beneficial Owner": Notwithstanding anything in this Agreement to the contrary, for purposes of this Agreement, none of Aetna, U.S. Healthcare, Aetna Sub, U.S. Healthcare Sub, or any of their respective Affiliates, shall be deemed a "Beneficial Owner" of, or to "beneficially own," any shares of any class of capital stock of the Company as a result of (a) the execution, delivery or performance of the Agreement and Plan of Merger dated as of March 30, 1996 among the Company, Aetna, U.S. Healthcare, Aetna Sub and U.S. Healthcare Sub, as such Agreement and Plan of Merger may be amended from time to time, or (b) the consummation of any of the transactions contemplated thereunder. 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) except for Sections 18, 19, 20 and 21, which shall be governed and construed in accordance with the internal substantive laws of the State of New York. 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. This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. 5. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect. AETNA LIFE AND CASUALTY COMPANY By: /s/Ronald E. Compton -------------------- Name: Ronald E. Compton Title: Chairman FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS RIGHTS AGENT By: /s/Michael Kane --------------- Name: Michael Kane Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----