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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AETNA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CONNECTICUT 6719 02-0488491
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
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151 FARMINGTON AVENUE, HARTFORD, CT 06156
(860) 273-0123
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD L. HUBER
VICE PRESIDENT
AETNA INC.
151 FARMINGTON AVENUE, HARTFORD, CT 06156
(860) 273-0123
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
AGENT FOR SERVICE)
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COPIES TO:
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<S> <C> <C> <C>
DAVID F. SIMON, ESQ. STEPHEN M. BANKER, ESQ. ZOE DAVID L. CAPLAN, ESQ.
U.S. HEALTHCARE, INC. SKADDEN, ARPS, SLATE, BAIRD, DAVIS POLK & WARDWELL
980 JOLLY ROAD MEAGHER & FLOM ESQ. 450 LEXINGTON AVENUE
P.O. BOX 1180 919 THIRD AVENUE AETNA NEW YORK, NY 10017
BLUE BELL, PA 19422 NEW YORK, NY 10022 LIFE (212) 450-4000
(215) 628-4800 (212) 735-3000 AND
CASUALTY
COMPANY
151
FARMINGTON
AVENUE
HARTFORD,
CT 06156
(860)
273-0123
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the mergers (including the receipt of certain regulatory
approvals) contemplated by the Agreement and Plan of Merger, dated as of March
30, 1996, as amended, described in the enclosed Joint Proxy
Statement/Prospectus, have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
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Common Stock, par value $.01 per share........... 153,579,780 shares (3) (3) (4)
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Preferred Stock Purchase Rights.................. 153,579,780 rights (3) (3) (4)
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6.25% Class C Voting Preferred Stock, par value
$.01 per share................................. 11,839,108 shares (3) (3) (4)
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Common Stock, par value $.01 per share issuable
upon conversion of the 6.25% Class C Voting
Preferred Stock, par value $.01 per share...... (2) (3) (3) (4)
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(1) Based upon the assumed number of shares that may be issued in the mergers
described herein. Such assumed number is based upon the number of shares of
(i) Common Stock, par value $.01 per share, of the Registrant ("Parent
Common Stock") expected to be issued on the closing date of the mergers
based on the exchange ratio of 0.2246 shares of Parent Common Stock for each
share of common stock, par value $0.005 per share, of U.S. Healthcare, Inc.
("U.S. Healthcare Common Stock") and for each share of Class B Stock, par
value $0.005 per share, of U.S. Healthcare, Inc. ("U.S. Healthcare Class B
Stock" and, together with the U.S. Healthcare Common Stock, the "U.S.
Healthcare Stock") and an exchange ratio of one share of Parent Common Stock
for each share of Common Stock, without par value, of Aetna Life and
Casualty Company ("Aetna Common Stock") and (ii) 6.25% Class C Voting
Preferred Stock, par value $.01 per share, of the Registrant ("Parent
Mandatorily Convertible Preferred Stock") expected to be issued on the
closing date of the mergers based on the exchange ratio of 0.0749 shares of
Parent Preferred Stock for each share of U.S. Healthcare Stock.
(2) There are being registered hereunder such presently indeterminate number of
shares of Parent Common Stock into which shares of Parent Mandatorily
Convertible Preferred Stock may be converted and for which no separate
consideration will be received.
(3) Estimated solely for the purpose of computing the registration fee. Computed
in accordance with Rule 457(f)(1), (2) and (3) under the Securities Act of
1933, as amended, on the basis of 1/29th of 1% of the sum of (a) the product
of (i) $53.88 (the average of the high and low prices of U.S. Healthcare
Common Stock on June 7, 1996 on the NASDAQ Stock Market) times (ii)
143,636,098 (the aggregate number of shares of U.S. Healthcare Common Stock
outstanding and reserved for issuance upon the exercise of outstanding
options to purchase U.S. Healthcare Common Stock), (b) the product of (i)
$.005 (the book value of U.S. Healthcare Class B Stock computed as of June
3, 1996) times (ii) 14,429,426 (the aggregate number of shares of U.S.
Healthcare Class B Stock outstanding and (c) the product of (i) $72.19 (the
average of the high and low prices of Aetna Common Stock on June 7, 1996 on
the New York Stock Exchange) times (ii) 118,078,263 (the aggregate number of
shares of Aetna Common Stock outstanding and reserved for issuance upon the
exercise of options to purchase Aetna Common Stock and the vesting of Aetna
Common Stock grants) minus the sum of (a) the product of (i) $34.20 times
(ii) 143,636,098 (the aggregate number of shares of U.S. Healthcare Common
Stock outstanding and reserved for issuance upon the exercise of options to
purchase U.S. Healthcare Common Stock) and (b) the product of (i) $34.20
times (ii) 14,429,426 (the aggregate number of shares of U.S. Healthcare
Class B Stock outstanding).
(4) $3,743,935.86 (in accordance with Rule 457 under the Securities Act of 1933,
as amended, the fee of $3,241,929.67 paid by Aetna Life and Casualty Company
and U.S. Healthcare, Inc. pursuant to Section 14(g)(1)(A) of the Securities
Exchange Act of 1934, as amended, upon the filing of their preliminary proxy
material relating to the mergers has been credited against the registration
fee payable in connection with this filing).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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APPENDIX E
[LETTERHEAD OF J.P. MORGAN]
June 12, 1996
The Board of Directors
Aetna Life and Casualty Company
151 Farmington Avenue
Hartford, Connecticut 06156-7505
Attention: Mr. Ronald E. Compton
Chairman and President
Ladies and Gentlemen
You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of Aetna Life and Casualty Company (the "Company") of
the consideration to be paid to the shareholders of U.S. Healthcare, Inc. ("U.S.
Healthcare") in connection with the merger of New Merger Corporation, a
subsidiary of Parent (as defined below)("U.S. Healthcare Sub"), into U.S.
Healthcare (the "Transaction"). The merger will take place pursuant to an
Agreement and Plan of Merger dated as of March 30, 1996 as amended by Amendment
No. 1 thereto dated May 30, 1996 (the "Agreement") among the Company. U.S.
Healthcare, Butterfly, Inc., a newly-formed holding company ("Parent"), Antelope
Sub, Inc., a subsidiary of parent that will merge into the Company, and U.S.
Healthcare Sub. The Agreement provides that each share of Common Stock, par
value $0.005 per share, of U.S. Healthcare, and each share of Class B Stock, par
value $0.005 per share, of U.S. Healthcare will be converted into the right to
receive (1) 0.2246 shares of Common Stock, par value $0.01 per share, of Parent,
together with 0.2246 Parent Rights (as defined in the Agreement), (ii) 0.0749
shares of 6.25% Class C Voting Preferred Stock, par value $0.01 per share, of
Parent and (iii) $34.20 in cash, subject to adjustment as provided in Section
8.3 (b) of the Agreement.
Please be advised that while certain provisions of the Transaction are
summarized above, the terms of the Transaction are more fully described in the
Agreement. As a result, the description of the Transaction and certain other
information contained herein is qualified in its entirety by reference to the
more detailed information appearing or incorporated by reference in the
Agreement.
In arriving at our opinion, we have reviewed: (i) the Agreement; (ii) the
joint proxy statement-prospectus of the Company and the U.S. Healthcare (the
"Proxy Statement"), (iii) certain publicly available information concerning the
businesses of the Company and U.S. Healthcare and of certain other companies
engaged in comparable businesses, and the reported market prices for certain
other companies' securities deemed comparable to U.S. Healthcare and the
consideration paid for such companies; (v) current and historical market prices
of the common We are expressing no opinion herein as to the price at which
Parent's stock will trade if and when issued or at any future time. As a result,
other factors after the date hereof may affect the value of the businesses of
Parent after consummation of the Transaction, including but not limited to (i)
the total or partial disposition of the common stock of Parent by shareholders
of Parent within a short period of time after the effective date of the
Transaction, (ii) changes in prevailing interest rates and other factors which
generally influence the price of securities, (iii) adverse changes in the
current capital markets, (iv) the occurrence of adverse changes in the financial
condition, business, assets, results of operations or prospects of Parent, or of
U.S. Healthcare, (v) any actions or restrictions imposed by federal, state or
other
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governmental agencies or regulatory authorities, and (vi) delays in the
execution of all agreements necessary to complete the Transaction on terms and
conditions that are acceptable to all parties in interest.
We have acted as financial-advisor to the Company with respect to the
proposed Transaction and will receive a fee from the Company for our services.
Affiliates of J.P. Morgan also engage in securities trading and derivatives
business with the Company in the ordinary course of business. Morgan Guaranty
Trust Company of New York also has acted and continues to act as a lender to the
Company. In the ordinary course of their businesses, affiliates of J.P. Morgan
may actively trade the debt and equity securities of the Company or U.S.
Healthcare for their own accounts or for the accounts of customers and,
accordingly, they may at any time hold long or short positions in such
securities.
On the basis of and subject to the foregoing, it is our opinion as of the
date hereof that the consideration to be paid to the shareholders of U.S.
Healthcare in the proposed Transaction is fair, from a financial point of view,
to the shareholders of the Company.
This letter is provided for the benefit of the Board of Directors of the
Company in connection with and for the purposes of its evaluation of the
Transaction. This opinion does not constitute a recommendation to any
shareholder of the Company as to how such shareholder should vote with respect
to the Transaction. This opinion may not be disclosed, referred to, or
communicated by you (in whole or in part) to any third party for any purpose
whatsoever except with our prior written consent in each instance. This opinion
may be reproduced in full in any proxy or information statement mailed to
shareholders of the Company but may not otherwise be disclosed publicly in any
manner without our prior written approval and must be treated as confidential.
Very truly yours,
J.P. MORGAN SECURITIES INC.
By /s/ EDWARD J. KELLY III
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Edward J. Kelly III
Managing Director
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED PERSONS, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HARTFORD, STATE OF CONNECTICUT, ON JUNE 12, 1996.
AETNA INC.
By /s/ RONALD E. COMPTON
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Name: Ronald E. Compton
Title: President
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS PRE-
EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JUNE 12, 1996.
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SIGNATURE TITLE
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/s/ Ronald E. Compton President and Director
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Ronald E. Compton
/s/ Richard L. Huber Vice President and Director
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Richard L. Huber accounting officer)
/s/ James H. Dickerson, Jr. Director
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James H. Dickerson, Jr.
/s/ David F. Simon Director
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David F. Simon
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INDEX TO EXHIBITS
The following is included as an exhibit to this Pre-Effective Amendment :
23.5 Consent of J.P. Morgan Securities, Inc.
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JPMorgan
Exhibit 23.5
CONSENT OF J.P.MORGAN SECURITIES INC.
We hereby consent to (i) the use of our opinion letter dated
June 12, 1996 to the Board of Directors of Aetna Life and Casualty Company (the
"Company") included in Appendix E to the Joint Proxy Statement/Prospectus
relating to the proposed mergers involving the Company, U.S. Healthcare, Inc.
and certain of their affiliates described in such Proxy Statement/Prospectus
and (ii) the references to such opinion in such Proxy Statement/Prospectus. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we hereby admit that we are experts with respect to any part
of such Registration Statement within the meaning of the term "experts" as used
in the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
J.P.MORGAN SECURITIES INC.
By: /s/ Edward J. Kelly III
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Name: Edward J. Kelly III
Title: Managing Director
June 12, 1996
