AETNA INC
DEFA14A, 2000-07-31
HOSPITAL & MEDICAL SERVICE PLANS
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                            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:

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<S>                                             <C>
[ ]  Preliminary Proxy Statement                [ ]  Confidential, for Use of the Commission
                                                     Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to Section 240.14a-12.
</TABLE>

                                   AETNA INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
      (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:

        ------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------

     (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):

        ------------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------

     (5)  Total fee paid:

        ------------------------------------------------------------------------

[ ]  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:

        ------------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

        ------------------------------------------------------------------------

     (4)  Date Filed:

        ------------------------------------------------------------------------
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                        http://www.Aeltus.com Home Page

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Graphic: Aeltus.com, Engineering better investments

                                  Aeltus News
 Aetna Financial Services and Aetna International to be purchased by ING Group
                >>more information (link to Breaking News page)

(link to News page)

Graphic links:
Human Resources, Aeltus Weekly, Firm Profile, Contact Us

At Aeltus, we believe investment management is more science than art. Our
investment professionals make investment decisions based on fact, not guesswork
or hunches. The result? A 25-year track record of consistent performance. In
addition, Aeltus manages more than $56 billion in assets for its clients.

With the financial strength of a large company and the entrepreneurial spirit
of a small firm, Aeltus is uniquely positioned to offer a full range of
investment strategies to meet your investment objectives.


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Resources/In the News/Firm Profile/Contact Us

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                  http://www.AeltusInstitutional.com Home Page

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Navigation buttons:
Aetna Funds, Aeltus Institutional, and Aeltus Home,
Graphic: Aeltus Institutional.com, Engineering better investments

                                  Aeltus News
 Aetna Financial Services and Aetna International to be purchased by ING Grou
                >>more information (link to Breaking News page)

(link to News page)

Welcome to Aeltus Investment Management, Inc.
Aeltus Investment Management, Inc., an independently managed investment
management firm, has been managing institutional assets for more than a quarter
of a century. With the financial strength of a large company that is structured
to be entrepreneurial, Aeltus is positioned to offer a full range of investment
strategies -- equity, fixed income and multi-asset -- that meet clients'
specific investment and business objectives. Aeltus' success lies in its
investment management approach, which is quantitatively based and
systematically applied in a repeatable fashion. In addition, Aeltus'
experienced team of dedicated client service and relationship management
professionals provide an unparalleled commitment to service.

Aeltus manages $56 billion of assets, of which $35 billion are institutional
(pension plan, foundation and endowment, and taxable), and $21 billion are
retail (mutual fund and variable portfolio).

For more information about our investment strategies, please select the
appropriate bar on the right side of this screen.

Aeltus is engineering better investments for you.


For more information about how we engineer better investments, please contact
L. Charles "Duke" Meythaler at 860-275-4879 or [email protected] (e-mail
link)

The Aeltus Portfolio Management Team                 Site Feedback
(link to Portfolio Manager page)                     (link to Contact Us page)

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<PAGE>


                      http://www.AetnaFunds.com Home Page

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Graphic: Aetna Funds, Engineering better investments

                                  Aeltus News
 Aetna Financial Services and Aetna International to be purchased by ING Group
                >>more information (Link to Breaking News page)

(link to News page)

Welcome to Aetna Mutual Funds

The Aetna family of funds includes 21 mutual funds engineered to meet a variety
of investment needs and objectives. In addition to a full range of stock and
bond funds, Aetna Mutual Funds features two groups of funds - our Generation
Funds and Index Plus Funds - designed for investors with specialized needs. The
hallmark of our fund family is the pursuit of attractive returns while managing
risk. By consistently applying a disciplined strategy and adhering to the
investment style, the funds strive to deliver steady, competitive results over
time. We also offer valuable investor services such as tax-advantaged
retirement accounts, systematic investment, free exchanges by telephone and
more.

Click on a link in the menu to start your investing research.


About Aetna Funds                      The Aeltus Portfolio Management Team
(link to Fund List)                    (link to Portfolio Managers page)

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<PAGE>


                       http://www.Aeltus.com/ip Home Page
                                 Broker Central
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<S>                                                                                         <C>
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Broker Central logo                                                                                   ING Purchase
                                                                                            Aetna Financial Services and
Welcome to Broker Central, the registered representative web site of Aetna Mutual Funds.    Aetna International to be
We've included some exciting features, such as:                                             purchased by ING Group
     o   Fundamentals (link to news section), ready to be downloaded through PDF*.          >>more information (Link to
     o   Fund Manager Commentary (link to news section), updated each quarter in PDF*       Breaking News page)
         format.
     o   Tool Box (link to Tool Box), including our Literature Center.                      PPF IV
                                                                                            Aetna Principal Protection Fund
We're always interested in doing more, so if you have any questions, comments or            IV is open for investment until
suggestions, drop me a note by using our Feedback Page.                                     September 5. Marketing
                                                                    Frank Litwin            Materials are now available.
                                             Managing Director, Retail Marketing

Adobe graphic, Link to Adobe                                                                Technology Fund
*View and download documents. Many of our documents are available                           Aetna Technology Fund
for immediate download in a Portable Document Format (.PDF) file. You                       opened for investment on March 1.
must have Adobe Acrobat installed on your computer to view and print                        Offering materials are available.
material in this format. A link to download a free Adobe Acrobat reader
is available from Adobe.
                                                                                            New Materials
                                                                                            Other new materials are
                                                                                            available all the time.
                                                                                            Look here to download documents in
                                                                                            Microsoft Word and PDF.



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</TABLE>


<PAGE>


                               Breaking News Page

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Aetna Home, Aeltus Institutional, and Aetna Funds

Aetna Financial Services and Aetna International to be purchased by ING Group
Quick Facts
     o   Aetna has announced it has reached a definitive agreement with
         ING Group to sell Aetna Financial Services and Aetna International. The
         goal is to close the sale by the end of the year. The sale is subject
         to regulatory and shareholder approvals, and other closing conditions.
     o   As a subsidiary of Aetna Financial Services, Aeltus will be a part of
         this sale.
     o   Aeltus will continue to provide valuable products and services to all
         of the customers who currently rely on us every day to be the company
         that offers them smart solutions.
     o   This deal does not impact our ability or intent to meet our contractual
         and other obligations to our customers.
     o   Once the sale is complete, we will be part of one of the 15 largest
         companies in the world (based on revenue and other key measures). As
         part of this organization, we will be able to offer even more choices
         and more flexibility to our customers.

PDF logo, link to PDF file of Aetna Inc. July 20, 2000 press release Announcing
Definitive Agreement with ING:
Aetna to Sell Financial Services and International Businesses to ING for $7.7
Billion

For more information, visit the Aetna Financial Services web site at
http://www.aetnafinancial.com/news_center/maindeal.shtml


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<PAGE>


          ***********************************************************

Aetna will be filing 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 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 and Aetna's
expectations as to the future impact of certain actions and plans Aetna intends
to implement in its health business. 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 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 capitalization of Aetna on the closing date, including the
number of shares outstanding at that time; 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 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 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); and the outcome of litigation and regulatory
matters, including numerous purported health care 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 period ended March 31, 2000 filed with the SEC, for a discussion of
Aetna's results of operations and financial condition.



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