SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to
Section 240.14a-12.
AETNA INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
Thomas J. McInerney
President
Aetna Financial Services
November 2000
Dear Aetna Financial Services Customer:
Thank you for choosing Aetna to help you plan to achieve your life's goals. We
appreciate the opportunity to provide financial services to you.
You may be aware that in July 2000, Aetna Inc. announced its intention to sell
the Aetna Financial Services and Aetna International family of companies to ING
Groep, N.V. Aetna Inc.'s goal is to complete the sale in December 2000. ING is a
global financial services company, one of the most respected names in the
world's financial services industry and already has an extensive presence in the
United States.
While we will be part of ING after the close, our commitment to you won't
change. ING's purchase of the Aetna Financial Services companies does not alter
our contractual obligations to you in any way, and your investments in our
products are unaffected by our new relationship.
If you have any questions about the sale, please feel free to contact your Aetna
Investment Services, Inc. representative or visit us on-line at
www.aetnafinancial.com. Again, thank you for your business.
Sincerely,
/s/ Tom McInerney
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Tom McInerney
Securities offered through Aetna Investment Services, Inc.,
member SIPC. C00-1102-006
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Aetna has filed a proxy statement and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC").
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the SEC's Web
site, http://www.sec.gov. In addition, documents filed with the SEC by Aetna
will be available free of charge by calling 1-800-237-4273. Documents filed
with the SEC by ING will be available free of charge from the Investor
Relations Department, Strawinskylaan 2631.1077 ZZ Amsterdam, P.O. Box 810, 1000
AV. Amsterdam, The Netherlands 31-20-541-5462.
PLEASE READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
This document does not constitute a solicitation by Aetna or its board of
directors of any approval or action of its shareholders.
Aetna and its board of directors will be soliciting proxies from Aetna
stockholders in favor of the merger. You can obtain more information about
Aetna's directors and officers and their beneficial interests in Aetna's common
stock from the SEC's Web site, http://www.sec.gov, and Aetna's Web site,
http://www.aetna.com. Updated information with respect to the security holdings
of these individuals will be included in the final proxy statement to be filed
with the SEC.
CAUTIONARY STATEMENT -- Certain information in this document concerning the
transaction with ING is forward-looking, including statements regarding the
amount of cash per share that Aetna's shareholders are projected to receive
from the transaction, the tax-efficient nature of the transaction, and Aetna's
expectation as to the closing date of the ING transaction. Certain information
in this document concerning Aetna's health business is also forward-looking,
including the future business prospects for Aetna's health business, the
adequacy of pricing levels, the potential of certain other actions being taken
to address the performance of the Prudential HealthCare business, the
evaluation of Aetna's commercial health markets, the restructuring of Aetna's
health product portfolio, Aetna's plans to improve its relationships with
providers, Aetna's expectations as to the future impact of certain actions and
plans Aetna intends to implement in its health business, and Aetna's
expectations relating to exiting certain Medicare markets effective 2001.
Forward-looking information is based on management's estimates, assumptions and
projections, and is subject to significant uncertainties, many of which are
beyond Aetna's control. Important risk factors could cause the actual future
results of Aetna's businesses and other future events to differ materially from
those currently estimated by management. Risk factors that could materially
affect statements made concerning the ING transaction include, but are not
limited to: the timely receipt of necessary shareholder, regulatory and other
consents and approvals needed to complete the transaction, which could be
delayed for a variety of reasons related or not related to the transaction
itself; the fulfillment of all of the closing conditions specified in the
transaction documents; and the results of, and credit ratings assigned to,
Aetna's health business at and prior to the closing of the ING transaction.
Risk factors that could materially affect statements made concerning the
results of Aetna's health business include, but are not limited to: continued
or further unanticipated increases in medical costs (including increased
medical utilization, increased pharmacy costs, increases resulting from
unfavorable changes in contracting or recontracting with providers, changes in
membership mix to lower premium or higher cost products or membership adverse
selection); the availability of appropriately qualified personnel to implement
our new utilization review policies; the ability to successfully integrate the
Prudential HealthCare transaction on a timely basis and in a cost-efficient
manner and to achieve projected operating earnings targets for that acquisition
(which also is affected by the adequacy of certain contractual economic
projections in the acquisition, the ability to retain acquired membership and
the ability to eliminate duplicative administrative functions and integrate
management information systems); adverse government regulation (including
legislative proposals to eliminate or reduce ERISA pre-emption of state laws
that would increase potential litigation exposure, other proposals that would
increase potential litigation exposure or proposals that would mandate coverage
of certain health benefits); adverse pricing actions by government payors;
changes in size and product mix of membership in key health markets; and the
outcome of litigation and other regulatory matters, including numerous
purported health care class actions and ongoing reviews of business practices
by various regulatory agencies. For further discussion of important risk
factors that may materially affect management's estimates, Aetna's results and
the forward-looking statements herein, please see the risk factors contained in
Aetna's Securities and Exchange Commission filings, which risk factors are
incorporated herein by reference. You also should read those filings,
particularly Aetna's 1999 Report on Form 10-K and Report on Form 10-Q for the
periods ended March 31, 2000, June 30, 2000 and September 30, 2000 filed with
the SEC, for a discussion of Aetna's results of operations and financial
condition.
