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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2000
AETNA INC.
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(Exact Name of Registrant as Specified in its Charter)
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Connecticut 1-11913 02-0488491
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
151 Farmington Avenue
Hartford, Connecticut 06156
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(Address of Principal Executive Offices) (Zip Code)
(860) 273-0123
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(Registrant's telephone number, including area code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On March 12, 2000, Aetna Inc. issued a press release concerning, among
other things, its plan to separate into two independent publicly traded
companies. The press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 - Press Release dated March 12, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AETNA INC.
Dated: March 13, 2000 By /s/ Alan M. Bennett
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Name: Alan M. Bennett
Title: Vice President and
Corporate Controller
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EXHIBIT 99.1
151 Farmington Avenue
Hartford, Conn. 06156
MEDIA CONTACT:
Joyce A. Oberdorf
860-273-7392
INVESTOR CONTACT:
Robyn S. Walsh
860-273-6184
AETNA TO SEPARATE INTO TWO INDEPENDENT
PUBLICLY TRADED COMPANIES
-- BOARD UNANIMOUSLY DECLINES ING/WELLPOINT INVITATION --
HARTFORD, CT, MARCH 12, 2000 -- Aetna (NYSE: AET) announced today that its Board
of Directors has decided on a series of steps designed to enhance shareholder
value and the quality of its services to its 47 million customers. The Board has
decided to separate the global health and global financial services businesses
into two independent publicly traded companies as soon as an orderly separation
can be achieved.
Chairman and CEO William H. Donaldson said, "We strongly believe that the
interests of our shareholders, employees, customers and the communities in which
we operate are well served by this plan and by the additional steps we will be
taking to improve our businesses."
Other steps to be taken by Aetna include:
- - The sale of international assets that do not fit with the strategies of the
newly independent health and wealth businesses, or provide an adequate
return on capital.
- - Finalizing plans to capture strategic health care Internet opportunities
that leverage Aetna's vast health care information technology assets.
- - A comprehensive review of the company's health business model and
strategies with the goal of building on our industry-leading franchise, and
improving financial performance and relationships with physicians,
hospitals and patients.
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- - Additional efforts to strengthen the financial services business, enhance
its products and services, and unlock its considerable inherent value.
- - The acceleration of our existing cost-reduction program and additional
reductions resulting from our restructuring and strategic review.
Donaldson said, "Our goal is to enhance shareholder value, and to improve the
quality of our services and relationships with all our constituencies. We
believe this can best be accomplished by separating into two businesses. As a
result, each company can achieve a stronger focus on its customers, improve
performance, more closely align management with shareholders and independently
evaluate strategic options. Each of our two core businesses has great potential,
and each will be better able to realize that potential as a separate company."
The Board also unanimously decided to decline an invitation from ING America
Insurance Holdings, Inc. and WellPoint Health Networks Inc. to negotiate an
acquisition of the company.
"The financial consideration mentioned in the ING/WellPoint letter, even if
taken at face value, significantly understates the value of our company and does
not reflect the current value or future potential of our core businesses,"
Donaldson said. "In addition, the number of contingencies, substantial execution
risk and other considerations also contributed to the decision.
"Our plan should deliver increased shareholder value, and we will be reviewing
the strategies of both businesses with this goal in mind and in light of their
planned independence.
"In health, we will examine our business model in view of a rapidly changing
environment that increasingly emphasizes choice and empowerment. Our goal is to
improve relations with physicians and hospitals, do a better job of meeting the
expectations of customers and patients, and enhance our financial performance.
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"In financial services, we will continue efforts to strengthen the business with
a goal of unleashing its potential. Our intent is to provide it with a capital
structure that is appropriate for its industry."
Decisions will be made in due course on company names, headquarter locations,
corporate staffs and boards of directors for the two companies. The separation
of the businesses is subject to obtaining regulatory approvals and satisfaction
of certain legal requirements.
# # #
CAUTIONARY STATEMENT - Certain information in this press release is forward
looking, including statements regarding the expected benefits of separating
Aetna's global health and global financial services businesses into independent
publicly traded companies, selling certain international assets, capturing
Internet opportunities, reviewing the strategies of Aetna's businesses and
achieving cost reductions. That information is based on management's estimates,
assumptions and projections regarding the future earnings, cash flows and
capital requirements of each of Aetna's businesses, the manner and time frame in
which the proposed transactions will be accomplished and other future events,
and is subject to significant uncertainties, many of which are beyond Aetna's
control. Important risk factors could cause actual future results of Aetna's
businesses, the manner and time frame of accomplishing the proposed transactions
and other future events to differ materially from those currently estimated by
management. Those risk factors include, but are not limited to, the ability to
successfully complete the proposed transactions on a timely basis (which also is
affected by the ability to efficiently separate Aetna's administrative functions
and management information systems, the timing of numerous regulatory approvals
and the satisfaction of other legal requirements). 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 filed with the SEC, for a
discussion of Aetna's results of operations and financial condition.
