As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT(1)
UNDER
THE SECURITIES ACT OF 1933
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AETNA INC.
(Exact name of registrant as specified in its charter)
Connecticut 6719 02-0488491
(state or other jurisdiction of(Primary Standard Industrial(I.R.S. Employer
incorporation or organization)Classification Code Number)Identification No.)
151 Farmington Avenue
Hartford, CT 06156
(860) 273-0123
(Address of principal executive offices)
------------
AETNA LIFE AND CASUALTY COMPANY
INCENTIVE SAVINGS PLAN
AMENDED AND RESTATED U.S. HEALTHCARE, INC. SAVINGS PLAN
(Full title of the plans)
------------
Lucille M. Nickerson
Corporate Secretary
151 Farmington Avenue
Hartford, CT 06156
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (860) 273-0123
Copy to:
David L. Caplan, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered(2) Share(3) Price(3) Fee
- ------------------- ------------- --------- -------- ------------
Common Stock (par value
$0.01 per share) .........
425,000 shares $64.37 $27,357,250 $9,434
<FN>
(1) This Registration Statement also pertains to Rights to Purchase
one one-hundredth of a share of Class B Voting Preferred Stock,
Series A, par value $.01 per share, of the Registrant (the
"Rights"). Until the occurrence of certain prescribed events, the
Rights are not exercisable, are evidenced by the certificates for
Aetna Inc. Common Stock and will be transferred along with and
only with such securities. Thereafter, separate Rights
certificates will be issued representing one Right for each share
of Aetna Inc. Common Stock held subject to adjustment pursuant to
anti-dilution provisions.
(2) Plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions and, pursuant to Rule
416(c), an indeterminate number of interests in the Plans.
(3) Estimated solely for the purpose of computing the registration fee
and computed in accordance with Rule 457(c) under the Securities
Act of 1933, as amended. On the date hereof there is no market for
the securities being registered. Accordingly, the registration fee
is calculated pursuant to Rule 457(c) on the combined pro forma
book value per share of the registrant's common stock, taking into
account (i) the sale by Aetna Life and Casualty Company ("Aetna")
of its property-casualty operations and (ii) the consummation of
the transactions contemplated by the Agreement and Plan of Merger
dated as of March 30, 1996 among Aetna, U.S. Healthcare, Inc.
("U.S. Healthcare"), Aetna Inc. (the "Registrant"), Antelope Sub,
Inc., and New Merger Corporation, as amended by Amendment No. 1
thereto dated as of May 30, 1996, pursuant to which each of Aetna
and U.S. Healthcare became a wholly-owned subsidiary of the
Registrant.
</TABLE>
INTRODUCTORY STATEMENT
Pursuant to the consummation of the transactions
contemplated by the Agreement and Plan of Merger dated as of March 30, 1996
among Aetna Life and Casualty Company ("Aetna"), U.S. Healthcare, Inc.
("U.S. Healthcare"), Aetna Inc. (the "Registrant"), Antelope Sub, Inc.,
and New Merger Corporation, as amended by Amendment No. 1 thereto dated as
of May 30, 1996, each of Aetna and U.S. Healthcare will become a wholly-
owned subsidiary of the Registrant.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by
the Registrant pursuant to Securities Exchange Act of 1934 (the "1934 Act")
(Commission file number 011-11913) are incorporated by reference herein:
(1) The description of the Registrant's Common Stock and the
Rights contained in the Registrant's registration statement on Form 8-B dated
July 10, 1996, filed pursuant to Section 13 of the 1934 Act, including any
amendment thereto or report filed for the purpose of updating such description;
(2) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
The following documents previously filed with the Commission
(Commission file number 1-5704) by Aetna pursuant to the 1934 Act are
incorporated by reference herein:
1. Aetna's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Annual Report on Form 11-K filed with respect to the
Aetna Life and Casualty Company Incentive Savings Plan (the "Aetna
Plan") for the fiscal year ended December 31, 1995;
3. Aetna's Current Reports on Form 8-K dated April 1, 1996,
April 15, 1996, June 28, 1996 and July 16, 1996; and
4. Aetna's Quarterly Report on Form 10-Q for the three month
period ended March 31, 1996.
The following documents previously filed with the Commission
(Commission file number 0-11531) by U.S. Healthcare pursuant to the 1934 Act
are incorporated by reference herein:
1. U.S. Healthcare's Annual Report on Form 10-K for the year
ended December 31, 1995;
2. The Annual Report on Form 11-K filed with respect to the
Amended and Restated U.S. Healthcare, Inc. Savings Plan (the "U.S. Healthcare
Plan") for the fiscal year ended December 31, 1995;
3. U.S. Healthcare's Current Report on Form 8-K dated April 2,
1996;
4. U.S. Healthcare's Amendments to its Annual Report on Form
10-K/A, dated April 26, 1996 and June 11, 1996; and
5. U.S. Healthcare's Quarterly Report on Form 10-Q for the
three month period ended March 31, 1996.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Connecticut corporation. Section 33-320a
of the Connecticut General Statutes ("C.G.S.") provides that a Connecticut
corporation shall, under certain circumstances, indemnify its shareholders,
directors, officers, employees, agents and certain other persons.
Subsection (b) of C.G.S. Section 33-320a provides that a
corporation shall indemnify any director or officer of the corporation or an
eligible outside party, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such action, suit or
proceeding, provided (1) that such person was successful on the merits in the
defense of such action, suit or proceeding, or (2) that it shall be concluded
that such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, with respect to
any criminal action or proceeding, provided that such person had no reason to
believe his or her conduct was unlawful, or (3) a court shall have determined
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based upon the
purchase or sale of securities, the corporation shall only indemnify such
person after a court shall have determined that in view of all the
circumstances, he or she is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.
Subsection (c) of C.G.S. Section 33-320a provides that, where
a director or officer was or is a party or was threatened to be made a party
to a proceeding by or in the right of the corporation, the corporation shall
indemnify him or her against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the proceeding or any
appeal therein, in relation to matters as to which he or she is finally
adjudged not to have breached his or her duty to the corporation. The
corporation shall also indemnify a director or officer if a 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 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; provided, however, that the statute
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, the Registrant has procured
insurance from several carriers for its directors and officers which
supplements the indemnification rights provided to those individuals by C.G.S.
Section 33-320s. Unlike the statute, these policies do 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 policies nor do they
require affirmative judicial or corporation 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 policies. Furthermore, the insurance policies
cover 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.
As permitted under Connecticut law, the Registrant's
Certificate of Incorporation limits the personal liability of directors for
monetary damages to the Registrant and its shareholders for a breach of their
fiduciary duty as directors to the amount of their compensation for serving
the Registrant as directors during the year of the violation. These
provisions do not eliminate the liability of a director if such breach (i)
involved a knowing and culpable violation of law by the director, (ii) enabled
the director or an associate (as defined) to receive an improper personal
gain, (iii) showed a lack of good faith and a conscious disregard for the duty
of the director to the Registrant under circumstances in which the director
was aware that his or her conduct or omission created a unjustifiable risk of
serious injury to the Registrant, (iv) constituted a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty
to the Registrant or (v) created liability under C.G.S. Section 33-321
(relating to the distribution of assets of the Registrant, whether by
dividend, purchase or redemption of shares or otherwise, in violation of the
Connecticut corporation law).
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit
No.
--------
4.1 Aetna Inc. Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement under the Securities Act of 1933 on Form
S-4, Registration No. 333-05791 ("Form S-4")).*
4.2 Aetna Inc. By-Laws (incorporated by reference to Exhibit 3.2 to
the Form S-4).*
4.3 Aetna Inc. Rights Plan (incorporated by reference to Exhibit
4.2 to the Form S-4).*
5.1 Opinion of Day, Berry & Howard.
5.2 The Registrant undertakes that it will cause the Aetna Plan and
the U.S. Healthcare Plan, and all amendments thereto, to be
submitted to the Internal Revenue Service (the "Service") in a
timely manner and that it will cause all changes to be made
required in order for the Service to issue determination
letters with respect to the Aetna Plan and the U.S. Healthcare
Plan.
15.1 Letter of KPMG Peat Marwick LLP re: Unaudited Interim Financial
Information.
23.1 Consent of Day, Berry & Howard (included in Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
Company.
23.3 Consent of KPMG Peat Marwick LLP re: Aetna Inc.
23.4 Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
Company Incentive Savings Plan.
23.5 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
- -----------
* Incorporated by reference as indicated.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in this registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(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 undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act 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.
EXPERTS
The consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995
which are incorporated by reference in Aetna's Annual Report on Form 10-K for
the year ended December 31, 1995, have been incorporated by reference herein
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing. The reports of KPMG Peat Marwick LLP covering the
December 31, 1995 consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries refer to Aetna's changes in 1993 in
its method of accounting for certain investments in debt and equity
securities, postemployment benefits, workers' compensation life table
indemnity reserves and retrospectively rated reinsurance contracts.
The consolidated balance sheet of Aetna Inc. as of April 22,
1996 included in the Current Report on Form 8-K, dated June 28, 1996 of Aetna
Life and Casualty Company has been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
With respect to the unaudited interim consolidated financial
information of Aetna Life and Casualty Company and Subsidiaries incorporated
by reference herein and to be incorporated by reference herein, the
independent certified public accountants have reported and may report that
they applied limited procedures in accordance with professional standards for
a review of such information. However, any separate report included in
Aetna's Quarterly Reports on Form 10-Q and incorporated by reference herein
states and will state that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on any report on such information should be restricted in light of
the limited nature of the review procedures applied. The accountants are not
subject to the liability provisions of Section 11 of the 1933 Act for any
report on the unaudited interim financial information because that report is
not a "report" or a "part" of the Registration Statement prepared or certified
by the accountants within the meaning of Sections 7 and 11 of the 1933 Act.
The statements of net assets available for benefits of the
Aetna Life and Casualty Company Incentive Savings Plan as of December 31,
1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1995 and the 1995
supplementary information, which are included in Aetna Plan's Annual Report
on Form 11-K for the year ended December 31, 1995 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of U.S. Healthcare, Inc.
incorporated by reference in U.S. Healthcare, Inc.'s Annual Report on Form
10-K, as amended, for the year ended December 31, 1995, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The financial statements of the U.S. Healthcare, Inc. Savings
Plan appearing in the U.S. Healthcare, Inc. Savings Plan Annual Report on Form
11-K for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been
passed upon by Day, Berry & Howard.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the 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 Hartford, Connecticut, on the 19th day of July,
1996.
AETNA INC.
By: /s/ Lucille M. Nickerson
----------------------------
Name: Lucille M. Nickerson
Title: Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------------- -------------------------------- ---------------
<S> <C> <C>
/s/ Ronald E. Compton* Chairman, President and July 19, 1996
- ----------------------------------------------------- Director (Principal Executive
Ronald E. Compton Officer)
/s/ William H. Donaldson* Director July 19, 1996
- -----------------------------------------------------
William H. Donaldson
/s/ Barbara Hackman Franklin* Director July 19, 1996
- -----------------------------------------------------
Barbara Hackman Franklin
/s/ Earl G. Graves* Director July 19, 1996
- -----------------------------------------------------
Earl G. Graves
/s/ Gerald Greenwald* Director July 19, 1996
- -----------------------------------------------------
Gerald Greenwald
/s/ Ellen M. Hancock* Director July 19, 1996
- -----------------------------------------------------
Ellen M. Hancock
/s/ Michael H. Jordan* Director July 19, 1996
- -----------------------------------------------------
Michael H. Jordan
/s/ Jack D. Kuehler* Director July 19, 1996
- -----------------------------------------------------
Jack D. Kuehler
/s/ Frank R. O'Keefe, Jr.* Director July 19, 1996
- -----------------------------------------------------
Frank R. O'Keefe, Jr.
/s/ Judith Rodin* Director July 19, 1996
- -----------------------------------------------------
Judith Rodin
/s/ Richard L. Huber* Vice Chairman for Strategy and July 19, 1996
- ----------------------------------------------------- Finance (Principal Financial
Richard L. Huber Officer)
/s/ Robert J. Price* Vice President and Corporate July 19, 1996
- ----------------------------------------------------- Controller (Controller)
Robert J. Price
By: /s/ William J. Casazza
- -----------------------------------------------------
(William J. Casazza,
Attorney-in-Fact)
</TABLE>
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Aetna Life and Casualty Company Incentive Savings Plan 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
July 19, 1996.
AETNA LIFE AND CASUALTY COMPANY
INCENTIVE SAVINGS PLAN
By: /s/ Ann Ewers
--------------------------------
Name: Ann Ewers
Title: Plan Administrator
Pursuant to the requirements of the Securities Act of 1933, the Amended and
Restated U.S. Healthcare, Inc. Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July
19, 1996.
AMENDED AND RESTATED U.S. HEALTHCARE,
INC. SAVINGS PLAN
By: /s/ Don Liu
--------------------------------
Name: Don Liu
Title: Secretary
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ---------------------------------------------------- -------------
4.1 Aetna Inc. Amended and Restated Articles of *
Incorporation (incorporated by reference to Exhibit
3.1 of the Registrant's Securities Act of 1933
Registration Statement on Form S-4 dated,
Registration No. 333-05791 ("Form S-4")).
4.2 Aetna Inc. By-Laws (incorporated by reference to *
Exhibit 3.2 of the Form S-4).
4.3 Aetna Inc. Rights Plan (incorporated by reference to *
Exhibit 4.2 to the Form S-4).
5.1 Opinion of Day, Berry & Howard.
5.2 Undertaking of Registrant (See Item 8). **
15.1 Letter of KPMG Peat Marwick LLP re: Unaudited
Interim Financial Information.
23.1 Consent of Day, Berry & Howard
(included in Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP re: Aetna Life
and Casualty Company.
23.3 Consent of KPMG Peat Marwick LLP re: Aetna Inc.
23.4 Consent of KPMG Peat Marwick LLP re: Aetna Life
and Casualty Company Incentive Savings Plan.
23.5 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
- -----------
* Incorporated by reference.
** Not applicable.
Exhibit 5.1
July 19, 1996
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156
Dear Ladies and Gentlemen:
We have acted as Connecticut counsel to Aetna Inc., a Connecticut
corporation (the "Company"), with respect to certain matters of Connecticut
law in connection with a Registration Statement on Form S-8 ("the Registration
Statement"), filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to shares (the "Common Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), to be
issued pursuant to the Aetna Inc. 1996 Stock Incentive Plan (the "Plan"),
preferred stock purchase rights (the "Rights") to be issued with the Common
Shares pursuant to a Rights Agreement to be entered into by the Company, and
such presently indeterminate number of shares of Common Stock which may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
The Rights will be issued pursuant to a Rights Agreement to be dated
as of July 19, 1996 (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 one-hundredth of a share of Class B Voting
Preferred Stock, Series A, par value $.01 per share, 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 rendering this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of such
records, documents, certificates and other instruments, including, but not
limited to, the form of the Amended and Restated Certificate of Incorporation
of the Company and the form of the Amendment thereto (the "Preferred Stock
Amendment") to establish the terms of the Company's Class B Voting Preferred
Stock, Series A, as both are intended to be filed with the Secretary of the
State of Connecticut on July 19, 1996, the Bylaws of the Company, certain
minutes of the corporate proceedings of the Board of Directors and the
shareholders of the Company, the Registration Statement, the form of the
Rights Agreement, and the Plan, and have made such investigations and
examinations of matters of law as in our judgment are necessary or advisable to
enable us to render the opinions expressed below.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us
as copies. We have also assumed that the forms of the Company's Amended and
Restated Certificate of Incorporation and the Preferred Stock Amendment which
we have examined will be filed with the Secretary of the State of Connecticut
on July 19, 1996 and that the form of the Rights Agreement we have examined
will be executed and delivered on July 19, 1996.
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 Connecticut and 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 will be 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 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 become
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 with respect to the Rights 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, we
are of the opinion that:
1. the Common Shares, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable; and
2. 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, the Rights, when issued in accordance with the terms of the Plan
and the Rights Agreement, will be validly issued.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, including all amendments thereto, and to the
references to us in the Registration Statement and Prospectus. In giving such
consent, however, we do not hereby admit that we are within 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
WHC
Exhibit 15.1
Letter Re: Unaudited Interim Financial Information
Aetna Life and Casualty Company
Hartford, Connecticut
Gentlemen:
With respect to the Registration Statement on Form S-8 of Aetna Inc. for the
registration of common stock of Aetna Inc. issuable pursuant to the Aetna Life
Casualty Company Incentive Savings Plan and the Amended and Restated U.S.
Healthcare Inc. Savings Plan, we acknowledge our awareness of the
incorporation by reference of our report dated April 25, 1996 related to our
review of interim financial information of Aetna Life and Casualty Company.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is 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
July 16, 1996
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
Aetna Life and Casualty Company
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Aetna Inc. for the registration of common stock of Aetna Inc. issuable
pursuant to the Aetna Life and Casualty Company Incentive Savings Plan and the
Amended and Restated U.S. Healthcare, Inc. Savings Plan of our reports dated
February 6, 1996, relating to the consolidated balance sheets of Aetna Life
and Casualty Company and Subsidiaries as of December 31, 1995 and 1994 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, 1995, which reports appear in or are incorporated by
reference in the December 31, 1995 annual report on Form 10-K of Aetna Life
and Casualty Company (the "Company"). Our reports refer to changes in 1993 in
the company's method of accounting for certain investments in debt and equity
securities, postemployment benefits, workers' compensation life table
indemnity reserves and retrospectively related reinsurance contracts.
We also consent to the reference to our firm under the heading "Experts" in
the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 16, 1996
Exhibit 23.3
Consent of Independent Auditors
The Board of Directors
Aetna Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Aetna Inc. for the registration of common stock of Aetna Inc. issuable
pursuant to the Aetna Life and Casualty Company Incentive Savings Plan and the
Amended and Restated U.S. Healthcare, Inc. Savings Plan of our report dated
April 23, 1996, relating to the consolidated balance sheet of Aetna Inc. as of
April 22, 1996, which report appears in the Aetna Life and Casualty Company's
Current Report on Form 8-K dated June 28, 1996.
We also consent to the reference to our firm under the heading "Experts" in
the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 16, 1996
Exhibit 23.4
Consent of Independent Auditors
Aetna Life and Casualty Company
Incentive Savings Plan Committee:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Aetna Inc. for the registration of common stock of Aetna Inc. issuable
pursuant to the Aetna Life and Casualty Company Incentive Savings Plan and the
Amended and Restated U.S. Healthcare, Inc. Savings Plan of our report dated
April 5, 1996, relating to the statements of net assets available for the
benefits of Aetna Life and Casualty Company Incentive Savings Plan as of
December 31, 1995 and 1994, the related statement of changes in net assets
available for the benefits for the year ended December 31, 1995, and the 1995
supplementary information, which report appears in the Annual Report on Form
11-K of Aetna Life and Casualty Company Incentive Savings Plan for the year
ended December 31, 1995.
We also consent to the reference to our firm under the heading "Experts" in
the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 16, 1996
Exhibit 23.5
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) of Aetna Inc. pertaining to the Aetna Life
and Casualty Company Incentive Savings Plan and the Amended and Restated U.S.
Healthcare, Inc. Savings Plan and to the incorporation by reference therein of
our reports (a) dated February 2, 1996, with respect to the consolidated
financial statements of U.S. Healthcare, Inc. incorporated by reference in its
Annual Report (Form 10-K, as amended) and the related financial statement
schedule included therein and (b) dated June 14, 1996, with respect to the
financial statements and schedules of the U.S. Healthcare, Inc. Savings Plan
included in the Plan's Annual Report (Form 11-K), both for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
July 15, 1996
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Zoe Baird, Thomas J.
Calvocoressi, and William J. Casazza, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and
agents may deem necessary or advisable in order to enable Aetna Inc. to comply
with the Securities Act of 1933 and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing with the
Securities and Exchange Commission of the registration statement on Form S-8
under the Securities Act of 1933, including specifically but without
limitation, power and authority to sign the name of the undersigned to such
registration statement, and any amendments to such registration statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications, registration
statements, notices or other documents necessary or advisable to comply with
applicable state securities laws, and to file the same, together with other
documents in connection therewith with the appropriate state securities
authorities, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and to perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
WITNESS our hands on this 19th day of July, 1996.
/s/ Ronald E. Compton /s/ Michael H. Jordan
- ------------------------------------------ -------------------------------
Ronald E. Compton, Chairman, President Michael H. Jordan
and Director (Principal Executive Officer) Director
/s/ William H. Donaldson /s/ Jack D. Kuehler
- ------------------------------------------ -------------------------------
William H. Donaldson Jack D. Kuehler
Director Director
/s/ Barbara Hackman Franklin /s/ Frank R. O'Keefe, Jr.
- ------------------------------------------ -------------------------------
Barbara Hackman Franklin Frank R. O'Keefe, Jr.
Director Director
/s/ Earl G. Graves /s/ Judith Rodin
- ------------------------------------------ -------------------------------
Earl G. Graves Judith Rodin
Director Director
/s/ Gerald Greenwald /s/ Richard L. Huber
- ------------------------------------------ -------------------------------
Gerald Greenwald Richard L. Huber, Vice Chairman
Director for Strategy
and Finance (Principal
Financial Officer)
/s/ Ellen M. Hancock /s/ Robert J. Price
- ------------------------------------------ -------------------------------
Ellen M. Hancock Robert J. Price, Vice President
Director and Corporate
Controller (Principal
Accounting Officer)
