SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Amendment No. 2
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
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(State of incorporation or organization (IRS Employer Identification No.)
151 Farmington Avenue, Hartford, Connecticut 06156
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(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
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New York Stock Exchange
Preferred Stock Purchase Rights Pacific Stock Exchange
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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.
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On October 27, 1989, the Board of Directors of Aetna Life and Casualty
Company (the "Company") declared adividend 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
Nos. 1 and 2 to Rights Agreement, dated as of December 19, 1995 and
May 31, 1996, respectively (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
Nos. 1 and 2 thereto.
The Amendment No. 1 to Rights Agreement 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. Amendment
No. 2 to the Rights Agreement provides that, for purposes of the Rights
Agreement, none of the parties to the Agreement and Plan of Merger, dated
as of March 30, 1996, as amended, among the Company, U.S. Healthcare, Inc.,
Antelope Sub., Inc., Aetna Inc. and New Merger Corporation, shall be deemed
a "Beneficial Owner" of, or to "beneficially own" shares of any class of
capital stock of the Company.
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, incorporated herein by
reference to Amendment No. 1 to the Company's Form 8-A,
filed on December 19, 1995.
6. Amendment No. 2 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
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Name: Lucille M. Nickerson
Title: Corporate Secretary
<PAGE>
June 7, 1996
INDEX TO EXHIBITS
Exhibit Exhibit
Number
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,
incorporated herein by reference to Amendment No.
1 to the Company's Form 8-A, filed on December 19, 1995.
6. Amendment No. 2 to Rights Agreement.
AMENDMENT NO. 2
to
RIGHTS AGREEMENT
AMENDMENT NO. 2 dated as of May 31, 1996 (this "Amendment") between
AETNA LIFE AND CASUALTY COMPANY, a Connecticut 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, as amended
by Amendment No. 1 thereto dated as of December 19, 1995, between the
Company and the Rights Agent (the "Rights Agreement");
WHEREAS, the Company, U.S. Healthcare, Inc., a Pennsylvania corporation
("U.S. Healthcare"), Aetna Inc., a Connecticut corporation ("Aetna"),
Antelope Sub, a wholly-owned subsidiary of Aetna Inc. ("Aetna Sub"), and
New Merger Corporation, a wholly-owned subsidiary of Aetna Inc. ("U.S.
Healthcare Sub"), entered into that certain Agreement and Plan of Merger
dated as of March 30, 1996, as amended (the "Merger Agreement");
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders that the
transactions contemplated by the Merger Agreement not trigger the rights
granted under the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders to amend the
Rights Agreement as hereinafter set forth and have duly approved this
Amendment and authorized its execution and delivery.
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. Section 1 of the Rights Agreement is hereby amended by adding the
following as the last paragraph of the definition of "Beneficial Owner":
Notwithstanding anything in this Agreement to the
contrary, for purposes of this Agreement, none of
Aetna, U.S. Healthcare, Aetna Sub, U.S. Healthcare Sub,
or any of their respective Affiliates, shall be deemed
a "Beneficial Owner" of, or to "beneficially own," any
shares of any class of capital stock of the Company as
a result of (a) the execution, delivery or performance
of the Agreement and Plan of Merger dated as of March
30, 1996 among the Company, Aetna, U.S. Healthcare,
Aetna Sub and U.S. Healthcare Sub, as such Agreement
and Plan of Merger may be amended from time to time, or
(b) the consummation of any of the transactions
contemplated thereunder.
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) except for Sections 18, 19, 20 and 21, which shall be
governed and construed in accordance with the internal substantive laws
of the State of New York.
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. This Amendment shall
become effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.
5. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect.
AETNA LIFE AND CASUALTY COMPANY
By: /s/Ronald E. Compton
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Name: Ronald E. Compton
Title: Chairman
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, AS RIGHTS AGENT
By: /s/Michael Kane
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Name: Michael Kane
Title: Assistant Vice President
