-----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, GrLL+rlNZDodJ5yHzGIhnZ4qI9i43+5gDVchMo/bItitmjeaC/1HCu7XcY2hliO2 QGd0ZR8PkIzmgPsjwPWlCg== 0000914039-95-000122.txt : 19950928 0000914039-95-000122.hdr.sgml : 19950927 ACCESSION NUMBER: 0000914039-95-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950925 EFFECTIVENESS DATE: 19951014 SROS: NONE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62893 FILM NUMBER: 95575987 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE STREET 2: FINANCIAL YF8H CITY PLACE CITY: HARTFORD STATE: CT ZIP: 06156 0000914039-95-000122.txt : 19950927 0000914039-95-000122.hdr.sgml : 19950927 ACCESSION NUMBER: 0000914039-95-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950925 EFFECTIVENESS DATE: 19951014 SROS: NONE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62893 FILM NUMBER: 95575987 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE STREET 2: FINANCIAL YF8H CITY PLACE CITY: HARTFORD STATE: CT ZIP: 06156 S-8 1 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AETNA LIFE AND CASUALTY COMPANY (Exact name of issuer as specified in its charter) CONNECTICUT 06-0843808 (State of Incorporation) (IRS Employer Identification Number) 151 FARMINGTON AVENUE 06156 HARTFORD, CONNECTICUT (Zip Code) (Address of Principal Executive Offices) AETNA LIFE AND CASUALTY COMPANY 1994 STOCK INCENTIVE PLAN (Full title of the plan) LUCILLE M. NICKERSON VICE PRESIDENT AND CORPORATE SECRETARY Aetna Life and Casualty Company (address same as issuer above) Tel. (203) 273-6970 COPY TO: JUDITH H. JONES, COUNSEL Aetna Life and Casualty Company (address same as issuer above) Tel. (203) 273-0810 (Name, address and telephone number of agent for service) Approximate date of proposed commencement of sales pursuant hereto: October 30, 1995 Exhibit Index located on page 8 CALCULATION OF REGISTRATION FEE
=============================================================================================================== Amount Proposed Maximum Proposed Maximum Amount of Title of Securities To Be Offering Price Aggregate Registration To Be Registered Registered Per Share Offering Price Fee - --------------------------------------------------------------------------------------------------------------- Common Stock (without par value) 8,000,000 Shs.(1,3) $69.25(2) $554,000,000(2) $191,035
- ----------------------- (1) Represents the maximum number of shares which could be issued under the 1994 Stock Incentive Plan and includes such indeterminate number of additional shares as may be issuable pursuant to the recapitalization provisions of the Plan. (2) The proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for purposes of calculating the registration fee and are based on the average of high and low prices of the Common Stock on the New York Stock Exchange on September 19, 1995, pursuant to Rule 457. (3) Includes Share Purchase Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock. -1- 2 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Aetna Life and Casualty Company (the "Company" or the "Registrant") hereby incorporates by reference the following documents: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above, including: the Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995; and (c) the description of the Company's Common Stock and Share Purchase Rights Plan contained in its Registration Statements filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating those descriptions. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Judith H. Jones rendered an opinion as to the legality of the securities being registered and is presently an employee of the Company and several companies affiliated with the Company, and is eligible to participate in the Plan. Item 6. Indemnification of Directors and Officers. Except where an applicable insurance policy is procured, Connecticut General Statutes ("C.G.S.") Section 33-320a is the sole source of indemnification rights for persons who may be deemed to be controlling persons by reason of their status as a shareholder, director, officer, employee or agent of a Connecticut corporation, and directors and officers of Connecticut corporations. Under C.G.S. Section 33-320a, a corporation shall indemnify any director or officer who was or is a party, or was threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter referred to as "proceeding") by virtue of the fact that he: (i) is or was a director or officer of the corporation; (ii) is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (hereinafter referred to as "enterprise") other than an employee benefit plan or trust; or (iii) is or was a director or officer serving at the request of the corporation as a fiduciary of an employee benefit plan or trust maintained for the benefit of employees of the corporation or any other enterprise, against "covered expenditures" if (and only if) his conduct met the applicable statutory eligibility standard. The types of expenditures which are covered and the statutory eligibility standard vary according -2- 3 to the type of proceeding to which the director or officer is or was a party or was threatened to be made a party. According to C.G.S. Section 33-320a, in non-derivative proceedings other than ones brought in connection with an alleged claim based upon the purchase or sale of securities of the corporation or of another enterprise, the corporation shall indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys fees, actually incurred by him in connection with the proceeding, or any appeal thereof, if (and only if) he acted (i) in good faith and (ii) in a manner he reasonably believed to be in the best interests of the corporation or, in the case of a person serving as a fiduciary of any employee benefit plan or trust, in a manner he reasonably believed to be in the best interests of the corporation or in the best interests of the participants and beneficiaries of such employee benefit plan or trust and consistent with the provisions of such employee benefit plan or trust. However, where the proceeding brought is criminal in nature, C.G.S. Section 33-320a requires that the director or officer must satisfy the additional condition that he had no reasonable cause to believe that his conduct was unlawful in order to be indemnified. A director or officer also will be entitled to indemnification as described above if (i) he is successful on the merits in the defense of any non-derivative proceeding brought against him or (ii) a court shall have determined that in view of all the circumstances he is fairly and reasonably entitled to be indemnified. The decision about whether the director or officer qualifies for indemnification under C.G.S. Section 33-320a may be made (i) in writing by a majority of those members of the board of directors who were not parties to the proceeding in question, (ii) in writing by independent legal counsel selected by a majority of those directors who were not parties to the proceeding, (iii) by the shareholders of the corporation at a special or annual meeting by an affirmative vote of at least a majority of the voting power of shares not owned by parties to the proceeding, or (iv) by a court of competent jurisdiction. A director or officer may apply to a court of competent jurisdiction for indemnification even though he previously applied to the board, independent legal counsel or the shareholders and his application for indemnification was rejected. In non-derivative proceedings involving the purchase or sale of securities, C.G.S. Section 33-320a provides that the corporation shall only indemnify the director or officer after a court shall have determined that in view of all the circumstances, the director or officer is fairly and reasonably entitled to be indemnified. Furthermore, the expenditures for which the director or officer shall be indemnified shall only be such amount as the court determines to be appropriate. Pursuant to C.G.S. Section 33-320a, where a director or officer was or is a party or was threatened to be made a party to a derivative proceeding, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the proceeding or any appeal thereof, in relation to matters as to which he is finally adjudged not to have breached his duty to the corporation. The corporation shall also indemnify a director or officer where the court determines that in view of all the circumstances such person is fairly and reasonably entitled to be indemnified; however, in such a situation, the individual shall only be indemnified for such amount as the court determines to be appropriate. Furthermore, the statute provides that the corporation shall not indemnify a director or officer for amounts paid to the corporation, to a plaintiff or to counsel for a plaintiff in settling or otherwise disposing of a threatened or pending action, with or without court approval; or for expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval. C.G.S. Section 33-320a also provides that expenses incurred in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon authorization of the board of directors provided said expenses are indemnifiable under the statute and the director or officer agrees to repay such amount if he is later found not entitled to be indemnified by the corporation. Lastly, C.G.S. Section 33-320a is an exclusive statute. A corporation cannot indemnify a director or officer to an extent either greater or less than that authorized by the statute, and any provision in the certificate of incorporation, the by-laws, a shareholder or director resolution, an agreement or otherwise that is inconsistent with the statute is invalid; provided, however, that the statute -3- 4 specifically authorizes a corporation to procure insurance providing greater indemnification rights than those set out in C.G.S. Section 33-320a. Consistent with the statute, Aetna has procured insurance for its directors and officers which supplements the indemnification rights provided to those individuals by C.G.S. Section 33-320a. Unlike the statute, this policy does not require an "after the fact" determination of good faith in order for the insured director or officer to receive the benefits provided under the policy nor does it require affirmative judicial or corporate action as a prerequisite to the insurance company's duty to defend (and pay for the defense of) the insured director or officer under the policy. Furthermore, the insurance policy covers directors and officers for any acts not specifically excluded for which the director or officer is not eligible for indemnification under C.G.S. Section 33-320a to the extent such coverage does not violate public policy. Item 8. Exhibits.
Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation of Aetna Life and Casualty Company, incorporated herein by reference to the Company's 1992 Annual Report on Form 10-K, filed on March 17, 1993 (the "1992 Form 10-K"). 4.2 Conformed Copy of Rights Agreement dated as of October 27, 1989, between Aetna Life and Casualty Company and First Chicago Trust Company of New York, incorporated herein by reference to the 1992 Form 10-K. 4.3 Aetna Life and Casualty Company 1994 Stock Incentive Plan, incorporated herein by reference to the Company's 1994 Proxy Statement, filed on March 18, 1994. 5.1 Opinion of Judith H. Jones, including consent, dated September 22, 1995. 5.2 Opinion of Day, Berry & Howard, including consent, dated September 22, 1995. 15 Letter re: unaudited interim financial information. 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Judith H. Jones (included in Exhibit 5.1) 23.3 Consent of Day, Berry & Howard (included in Exhibit 5.2) 24 Power of Attorney 28 Information from reports filed with state regulatory authorities, incorporated by reference to the Company's 1994 Annual Report on Form 10-K, filed on March 17, 1995.
Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; (iii) to include any additional or changed material information with respect to the plan of distribution. Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the Registration statement is on Form S-3 or S-8 and the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the Securities -4- 5 Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therin, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement relating to the securities offered therein, and the offering of such securities at that time shall deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- 6 SIGNATURES Pursuant to the requirements of the Securities Act, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 31st day of August, 1995. AETNA LIFE AND CASUALTY COMPANY By /S/ Robert J. Price --------------------------------------- Robert J. Price Vice President and Corporate Controller (Principal Accounting Officer) Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 31, 1995.
Signature Title /S/ Ronald E. Compton Chairman, President and Director - --------------------------------------------- (Principal Executive Officer) Ronald E. Compton * - --------------------------------------------- Wallace Barnes Director * - --------------------------------------------- William H. Donaldson Director * - --------------------------------------------- Ellen M. Hancock Director * - --------------------------------------------- Michael H. Jordan Director * - --------------------------------------------- Jack D. Kuehler Director * - --------------------------------------------- Frank R. O'Keefe, Jr. Director * - --------------------------------------------- Barbara Hackman Franklin Director * - --------------------------------------------- Earl G. Graves Director * - --------------------------------------------- Gerald Greenwald Director
-6- 7 - --------------------------------------------- Judith Rodin Director /S/ Richard L. Huber - --------------------------------------------- Richard L. Huber Vice Chairman for Strategy and Finance (Principal Financial Officer) /S/ Robert J. Price - --------------------------------------------- Robert J. Price Vice President and Corporate Controller (Principal Accounting Officer) *By /S/ Judith H. Jones ---------------------------------------- Judith H. Jones (Attorney-in-fact)
-7- 8 INDEX OF EXHIBITS
- ----------------------------------------------------------------------------------------------------------------- Exhibit No. Description Page No. - ----------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- 4.1 Certificate of Incorporation of Aetna Life and Casualty Company, incorporated by reference to the Company's 1992 Form 10-K, filed on March 17, 1993 * - ----------------------------------------------------------------------------------------------------------------- 4.2 Conformed Copy of Rights Agreement dated as of October 27, 1989, between Aetna Life and Casualty Company and First Chicago Trust Company of New York, incorporated by reference to the Company's 1992 Form 10-K, filed on March 17, 1993 * - ----------------------------------------------------------------------------------------------------------------- 4.3 Aetna Life and Casualty Company 1994 Stock Incentive Plan, incorporated herein by reference to the Company's 1994 Proxy Statement, filed on March 18, 1994 * - ----------------------------------------------------------------------------------------------------------------- 5.1 Opinion of Judith H. Jones, including consent 9 - ----------------------------------------------------------------------------------------------------------------- 5.2 Opinion of Day, Berry & Howard, including consent 11 - ----------------------------------------------------------------------------------------------------------------- 15 Letter re: unaudited financial information 13 - ----------------------------------------------------------------------------------------------------------------- 23.1 Consent of KPMG Peat Marwick LLP 14 - ----------------------------------------------------------------------------------------------------------------- 23.2 Consent of Judith H. Jones (included in Exhibit 5.1) * - ----------------------------------------------------------------------------------------------------------------- 23.3 Consent of Day, Berry & Howard (included in Exhibit 5.2) * - ----------------------------------------------------------------------------------------------------------------- 24 Power of Attorney 15 - ----------------------------------------------------------------------------------------------------------------- 28 Information from reports furnished to state regulatory authorities, incorporated by reference to the Company's 1994 Annual Report on Form 10-K, filed on March 17, 1995 * - -----------------------------------------------------------------------------------------------------------------
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EX-5.1 2 EX-5.1 1 (LETTERHEAD) Exhibit 5.1 September 22, 1995 Aetna Life and Casualty Company 151 Farmington Avenue Hartford, Connecticut 06156 RE: Aetna Life and Casualty Company 1994 Stock Incentive Plan Form S-8 under the Securities Act of 1933, as Amended Dear Sirs: I have acted as counsel for Aetna Life and Casualty Company ("Company") in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 8,000,000 shares of common stock of the Company ("Common Stock") issuable under the Company's 1994 Stock Incentive Plan ("Plan") under a registration statement on Form S-8 ("Registration Statement") about to be filed with the Securities and Exchange Commission. I have examined or caused to be examined originals, or copies of such corporate records, certificates and other documents, and have considered such questions of law, as I have deemed necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I am of the opinion that, when the Registration Statement has become effective under the Act and when the Company has received the consideration to be received for the Common Stock in accordance with the provisions of the Plan, and such shares have been issued by the Company as provided by the Plan, the Common Stock will be validly issued, fully paid and non-assessable. I am admitted to the Bar of the State of Connecticut. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Connecticut. In my examination or the examination which I caused to be made, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents were assumed. As to any facts material to the opinions expressed herein which were not independently established or verified, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others. -9- 2 I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /S/ Judith H. Jones Judith H. Jones Counsel Law & Regulatory Affairs Aetna Life and Casualty Company -10- EX-5.2 3 EX-5.2 1 Exhibit 5.2 (LETTERHEAD OF DAY, BERRY & HOWARD) September 22, 1995 Aetna Life and Casualty Company 151 Farmington Avenue Hartford, CT 06156 Ladies and Gentlemen: We have acted as special Connecticut counsel to Aetna Life and Casualty Company, a Connecticut insurance corporation (the "Company"), with respect to certain matters of Connecticut law described below in connection with the Registration Statement on Form S-8 ("the Registration Statement") filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to the issuance and sale from time to time pursuant to the 1994 Stock Incentive Plan of 8,000,000 shares of common capital stock of the Company, without par value (the "Common Stock"), and associated share purchase rights (the "Rights"). The Rights will be issued pursuant to a Rights Agreement dated as of October 27, 1989 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent. The Rights permit each holder of a Right to purchase one-hundredth of a share of Class B Voting Preferred Stock Series A, without par value, of the Company. However, from and after the later to occur of the Distribution Date and the first occurrence of a Flip-in Event, the Rights held by the person or group whose actions resulted in the occurrence of the Flip-in Event will become void. (Terms used in this letter with initial capital letters which are defined in the Rights Agreement are used herein as so defined.) In connection with your request for our opinion we have reviewed a copy of the Rights Agreement, minutes of relevant meetings of the Board of Directors of the Company (the "Board") and written materials provided to the Board with respect to the Rights Agreement and the Preferred Shares, a copy of the Company's Certificate of Incorporation, a copy of the Company's By-Laws, as amended, a certificate dated September 21, 1995 of the Corporate Secretary of the Company, and a copy of the Registration Statement. We have also noted that other large publicly held corporations chartered in Connecticut have adopted rights agreements and issued rights similar to the Rights Agreement and the Rights. In addition, we have noted that the Rights would operate in a way similar to rights issued by numerous other corporations incorporated in other states. For purposes of this opinion we have assumed that the Board of Directors of the Company, after fully informing itself with respect to the Rights Agreement and the Rights and after giving due consideration to all relevant matters, determined that the execution and delivery of the Rights Agreement and the issuance of the Rights thereunder would be in the best interests of the Company and its shareholders, that such action by the Board of Directors was not contrary to its fiduciary obligations and that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent. The Connecticut Stock Corporation Act (the "Act") provides a board of directors with broad authority and empowers a Connecticut corporation to issue or grant rights or options entitling the holders thereof to purchase from the corporation authorized shares of any class or classes on -11- 2 such terms and at such times as the board of directors may determine. Section 33-340(b) of the Act provides that shares are not of the same class unless they are identical except as to specified variations among different series in the class. A number of courts construing similar provisions of the corporation laws of states other than Connecticut have upheld the issuance of rights substantially similar to the Rights. On the other hand, a number of courts construing similar provisions of the corporation laws of other states have invalidated rights similar to the Rights on the basis that the provisions pursuant to which rights held by certain persons could become void violated the requirements that shares of the same class and series be identical. Courts sustaining the issuance of rights have distinguished between discrimination among shares and discrimination among shareholders, and determined that the relevant statutory authority does not prohibit the latter form of discrimination. The Act requires in effect that all shares of the same class be identical, with specified exceptions. However, the Act does not say whether this requirement applies to provisions of rights that have been issued in respect of shares of a particular class or to shareholders or holders of rights who take specified actions resulting in those rights becoming void. There is no published judicial decision interpreting Section 33-340 or other provisions of the Act in the context of the issuance of rights similar to the Rights. We also note that the Connecticut legislature has added provisions to the Act which evidence concern for fair treatment of shareholders and other constituencies in light of the prevalence of abusive takeover tactics. These enactments indicate public policy support for the objectives which the Rights are designed to further, which we think would be persuasive to a court faced with a case questioning the validity of the Rights. The opinion set forth below is limited to the authorization of the Rights Agreement by the Board and the issue of Rights pursuant to the Rights Agreement, and does not extend to any subsequent action or inaction by the Board with respect to the Rights Agreement, including any decision relating to redemption of the Rights or amendment of the Rights Agreement, which would need to be evaluated in light of all relevant facts, circumstances and legal precedents applicable at that time. Based upon and subject to the foregoing, including the factual background, legal analysis, assumptions and limitations referred to above, and upon our examination of such documents, records and matters of law as we have deemed necessary or advisable for the purposes of this opinion, we are of the opinion that, although there is no Connecticut case law or express statutory provision dispositive of the issue and the matter thus is not entirely free from doubt, when the shares of Common Stock have been validly issued and sold in the manner contemplated in the Registration Statement, the Rights associated with and evidenced by such Common Stock will have been validly issued. We consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /S/ Day, Berry & Howard Day, Berry & Howard WCH:RMP -12- EX-15 4 EX-15 1 (LETTERHEAD) Exhibit 15 Letter Re: Unaudited Interim Financial Information Aetna Life and Casualty Company Hartford, Connecticut Gentlemen: With respect to the Registration Statement of Aetna Life and Casualty Company on Form S-8 registering shares to be issued pursuant to the Aetna Life and Casualty Company 1994 Stock Incentive Plan, we acknowledge our awareness of the use therein of our reports dated April 27, 1995 and July 27, 1995, respectively, related to our reviews of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. /S/ KPMG Peat Marwick LLP Hartford, Connecticut September 22, 1995 -13- EX-23.1 5 EX-23.1 1 (LETTERHEAD) Exhibit 23.1 Consent of Independent Auditors The Board of Directors Aetna Life and Casualty Company: We consent to incorporation by reference in the Registration Statement of Aetna Life and Casualty Company on Form S-8 registering shares to be issued pursuant to the Aetna Life and Casualty Company 1994 Stock Incentive Plan of our report dated February 7, 1995, relating to the consolidated balance sheets of Aetna Life and Casualty Company and Subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, shareholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1994, which reports appear in or are incorporated by reference in the December 31, 1994 annual report on Form 10-K of Aetna Life and Casualty Company. Our reports refer to changes in 1993 in the company's accounting for certain investments in debt and equity securities, reinsurance of short-duration and long-duration contracts, post-employment benefits, workers' compensation life table indemnity reserves and retrospectively rated reinsurance contracts and to changes in 1992 in the company's accounting for income taxes and postretirement benefits other than pensions. /S/ KPMG Peat Marwick LLP Hartford, Connecticut September 22, 1995 -14- EX-24 6 EX-24 1 Exhibit 24 POWER OF ATTORNEY We, the undersigned directors and/or officers of Aetna Life and Casualty Company (the "Company"), hereby severally constitute and appoint Michele G. Kostin, Vice President and Counsel, and Judith H. Jones, Counsel, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full power to them and each of them to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission, and any and all amendments to said Registration Statement (including post-effective amendments), in connection with the registration under the Securities Act of 1933, as amended, of up to 8,000,000 shares of Common Capital Stock of the Company under the Company's 1994 Stock Incentive Plan, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney. WITNESS our hands this 28th day of April, 1995.
Signature Title - --------- ----- Chairman, President and Director - --------------------------------------------- (Principal Executive Officer) Ronald E. Compton /S/ Wallace Barnes Director - --------------------------------------------- Wallace Barnes /S/ William H. Donaldson Director - --------------------------------------------- William H. Donaldson /S/ Ellen M. Hancock Director - --------------------------------------------- Ellen M. Hancock /S/ Michael H. Jordan Director - --------------------------------------------- Michael H. Jordan /S/ Jack D. Kuehler Director - --------------------------------------------- Jack D. Kuehler /S/ Frank R. O'Keefe, Jr. Director - --------------------------------------------- Frank R. O'Keefe, Jr.
-15- 2 /S/ Barbara Hackman Franklin Director - --------------------------------------------- Barbara Hackman Franklin /S/ Earl G. Graves Director - --------------------------------------------- Earl G. Graves /S/ Gerald Greenwald - --------------------------------------------- Gerald Greenwald Director - --------------------------------------------- Richard L. Huber Vice Chairman for Strategy and Finance (Principal Financial Officer) - --------------------------------------------- Robert E. Broatch Senior Vice President, Finance and Corporate Controller (Principal Accounting Officer)
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