SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Amendment No. 1
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AETNA LIFE AND CASUALTY COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0843808
_______________________________________ _______________________________
(State of incorporation or organization) (IRS Employer Identification No.)
151 Farmington Avenue, Hartford, Connecticut 06156
________________________________________ _________
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
________________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
________________________________________________
(Title of Class)
ITEM 1. Description of Registrant's Securities to be
Registered.
On October 27, 1989, the Board of Directors of Aetna
Life and Casualty Company (the "Company") declared a
dividend distribution of one right (a "Right") for each
outstanding share of Common Capital Stock, without par value
(the "Common Shares"), of the Company. The distribution was
paid on November 7, 1989 (the "Record Date") to the
shareholders of record as of the close of business on the
Record Date. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of
Class B Voting Preferred Stock, Series A, without par value
(the "Preferred Shares"), of the Company at a price of
$200.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement,
dated as of October 27, 1989 and amended by Amendment No. 1
to Rights Agreement dated as of December 19, 1995 (the
"Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent (the "Rights
Agent"). Capitalized terms used herein but not otherwise
defined herein have the meanings set forth in the Rights
Agreement, as amended by Amendment No. 1 thereto.
The Amendment No. 1 to Rights Agreement referred to
above lowered to 15% the percentage of the Company's
outstanding Common Shares the acquisition of Beneficial
Ownership of which, or the commencement of a tender or
exchange offer for which, does or may cause the occurrence,
among other things, of the Distribution Date, Share
Acquisition Date and/or a Flip-In Event.
The Rights Agreement, together with Amendment No. 1
thereto, are filed as exhibits hereto and are incorporated
herein by this reference. The foregoing description of
Amendment No. 1 to the Rights Agreement is qualified in its
entirety by reference to such documents.
ITEM 2. Exhibits.
1. Form of Right Certificate (Exhibit B to the
Rights Agreement incorporated as Exhibit 2
hereto), incorporated herein by reference to the
Company's 1992 Form 10-K, filed on March 17, 1993.
2. Rights Agreement, incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
3. Form of Certificate of Amendment of the
Certificate of Incorporation of Aetna Life and
Casualty Company (Exhibit A to the Rights
Agreement incorporated as Exhibit 2 hereto),
incorporated herein by reference to the Company's
1992 Form 10-K, filed on March 17, 1993.
4. Summary of Rights to Purchase Preferred Stock
(Exhibit C to the Rights Agreement incorporated as
Exhibit 2 hereto), incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
5. Amendment No. 1 to Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
AETNA LIFE AND CASUALTY COMPANY
(Registrant)
By /s/Lucille M. Nickerson
___________________________
Name: Lucille M. Nickerson
Title: Corporate Secretary
Date: December 19, 1995
INDEX TO EXHIBITS
Exhibit Number Exhibit
1. Form of Right Certificate (Exhibit B to the
Rights Agreement incorporated as Exhibit 2
hereto), incorporated herein by reference to the
Company's 1992 Form 10-K, filed on March 17, 1993.
2. Rights Agreement, incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
3. Form of Certificate of Amendment of the
Certificate of Incorporation of Aetna Life and
Casualty Company (Exhibit A to the Rights
Agreement incorporated as Exhibit 2 hereto),
incorporated herein by reference to the Company's
1992 Form 10-K, filed on March 17, 1993.
4. Summary of Rights to Purchase Preferred Stock
(Exhibit C to the Rights Agreement incorporated as
Exhibit 2 hereto), incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
5. Amendment No. 1 to Rights Agreement.
AMENDMENT NO. 1
to
RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of December 19, 1995 (this
"Amendment") between AETNA LIFE AND CASUALTY COMPANY, a
Connecticut insurance corporation (the "Company") and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent have
previously entered into that certain Rights Agreement dated
as of October 27, 1989 (the "Rights Agreement"); and
WHEREAS, the Company has, pursuant to prior resolutions
of the Company's Board of Directors, determined to amend the
Rights Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given them in the
Rights Agreement, and each reference in the Rights Agreement
to "this Agreement", "hereof", "herein", "hereunder" or
"hereby" and each other similar reference shall be deemed to
refer to the Rights Agreement as amended hereby.
2. The Rights Agreement is hereby amended as follows:
(a) The reference to "20%" in Section 1(a)(i) is
amended to read "15%";
(b) The reference to "30%" in Section 1(i)(ii) is
amended to read "15%"; and
(c) Each reference in Section 11(a)(ii)(A) to "20%"
is amended to read "15%".
3. This Amendment shall be construed in accordance
with and governed by the laws of the State of Connecticut
(without regard to principles of conflict of laws).
4. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were
upon the same instrument.
5. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
AETNA LIFE AND CASUALTY COMPANY
By /s/Lucille M. Nickerson
_____________________________
Name: Lucille M. Nickerson
Title: Corporate Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By /s/Ralph Persico
___________________________________
Name: Ralph Persico
Title: Customer Service Officer
