SCHEDULE 14A
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
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AETNA LIFE AND CASUALTY COMPANY AND U.S. HEALTHCARE, INC.
(Name of Registrant as Specified In Its Charter)
AETNA LIFE AND CASUALTY COMPANY AND U.S. HEALTHCARE, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Aetna Life and Casualty Company Common Capital Stock without
par value
U.S. Healthcare, Inc. Common Stock, par value $0.005 per share
U.S. Healthcare, Inc. Class B Stock, par value $0.005 per share
(2) Aggregate number of securities to which transaction applies:
115,187,158 shares of Aetna Life and Casualty Company Common
Capital Stock
139,512,162 shares of U.S. Healthcare, Inc. Common Stock
14,429,867 shares of U.S. Healthcare, Inc. Class B Stock
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
$71.3125 per share of Aetna Life and Casualty Company Common
Capital Stock
$51.9375 per share of U.S. Healthcare, Inc. Common Stock and
per share of U.S. Healthcare, Inc. Class B Stock
(4) Proposed maximum aggregate value of transaction:
$16,209,648,336(1)
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(1) For purposes of calculating the filing fee only. Upon
consummation of the Mergers, (i) each outstanding share of Aetna Life and
Casualty Company Common Capital Stock without par value will be converted
into the right to receive one share of Aetna Inc. Common Stock, par value
$0.01 per share, together with one right (a "Parent Right") issued pursuant
to a Rights Agreement effective as of the date of the consummation of the
Mergers, and (ii) each outstanding share of U.S. Healthcare, Inc. Common
Stock, par value $0.005 per share, and U.S. Healthcare, Inc. Class B
Stock, par value $0.005 per share, will be converted into the right to
receive (a) 0.2246 shares of Aetna Inc. Common Stock, par value $0.01 per
share, together with 0.2246 Parent Rights, (b) 0.0749 shares of Aetna Inc.
6.25% Class C Voting Preferred Stock, par value $0.01 per share, and (c)
$34.20 in cash. The proposed maximum aggregate value of the transactions
described in the preliminary proxy materials is equal to $16,209,648,336
(calculated based on the sum of (i)(a) the number of shares of Aetna Life
and Casualty Company Common Capital Stock outstanding as of March 31, 1996
times (b) the average of the high and low reported prices of Aetna Life and
Casualty Company Common Capital Stock on April 17, 1996, plus (ii)(a) the
number of shares of U.S. Healthcare, Inc. Common Stock plus the number of
shares of U.S. Healthcare, Inc. Class B Stock outstanding as of March 31,
1996 times (b) the average of the high and low reported prices of U.S.
Healthcare, Inc. Common Stock on April 17, 1996.
[X] 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:
$3,241,929.67
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
(3) Filing Party:
Aetna Life and Casualty Company and U.S. Healthcare, Inc.
(4) Date filed:
April 22, 1996
Aetna Logo News Release U.S. Healthcare Logo
Media Contact:
Aetna
Joyce Oberdorf
(860) 273-7392
Investors Contact:
Aetna
Amin Khalifa
(860) 273-6184
Media Contact:
U.S. Healthcare
Jill Griffiths
(215) 283-6890
Investors Contact:
U.S. Healthcare
James Dickerson, Jr.
(215) 283-3091
PENNSYLVANIA INSURANCE DEPARTMENT APPROVES
AETNA'S ACQUISITION OF U.S. HEALTHCARE
Hartford, CT, and Blue Bell, PA., June 26, 1996 -- The Pennsylvania Department
of Insurance today approved the application by Aetna Life and Casualty Company
(NYSE; AET) on behalf of Aetna Inc. to acquire control of United States Health
Care Systems of Pennsylvania, Inc., the Pennsylvania HMO subsidiary of U.S.
Healthcare, Inc. (NASDAQ; USHC). Aetna Inc. is the parent company that will
own both U.S. Healthcare, Inc. and Aetna Life and Casualty Company following
the merger of U.S. Healthcare and Aetna.
Aetna and U.S. Healthcare are holding shareholder meetings to vote on the
merger and other related matters on July 18, 1996. The companies continue to
expect the transaction to close in the third quarter.
