SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 3
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
AMENDMENT NO. 3
EMPHESYS Financial Group, Inc.
(Name of Subject Company)
HEW, Inc.
a wholly owned subsidiary of
HUMANA INC.
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
29158K104
(CUSIP No. of Class of Securities)
Arthur P. Hipwell, Esq.
Senior Vice President & General Counsel
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
(502) 580-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on behalf of the Bidders)
Copies to:
Jeffrey Bagner, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004-1980
(212) 859-8000
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP NO. 29158K104 Page 2 of 3 Pages
This Amendment No. 3 amends and supplements the Tender
Offer Statement on Schedule 14D-1 and on Schedule 13D filed on
August 16, 1995, as amended on August 24, 1995 and on August
30, 1995 (the "14D-1"), relating to a tender offer by HEW,
Inc., a Delaware corporation (the "Offeror") and a wholly
owned subsidiary of Humana Inc., a Delaware corporation (the
"Parent"), to purchase all outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of EMPHESYS
Financial Group, Inc. (the "Company") at a purchase price of
$37.50 per Share, net to the seller, in cash, without
interest, upon the terms and conditions set forth in the Offer
to Purchase, dated August 16, 1995, and in the related Letter
of Transmittal.
Additional Information
Item 10(c)
The press release attached hereto as Exhibit (a)(13) is
incorporated by reference.
Material to be Filed as Exhibits
Item 11
Exhibit (a)(13) - Press Release issued by the Parent on
September 15, 1995.
<PAGE>
CUSIP NO. 29158K104 Page 3 of 3 Pages
SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
HUMANA INC.
BY: /S/ ARTHUR P. HIPWELL
ARTHUR P. HIPWELL
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
HEW, INC.
BY: /S/ JAMES E. MURRAY
JAMES E. MURRAY
VICE PRESIDENT AND
CONTROLLER
September 15, 1995
EXHIBIT (a)(13)
Humana News Release
For Further Information:
Laurie G. Scarborough
Investor Relations
September 15, 1995
502/580-1037
LOUISVILLE, Ky. --- Humana Inc. (NYSE: HUM) announced today
that it has extended the expiration date of its tender offer for
all outstanding shares of common stock of EMPHESYS Financial Group
Inc. (NYSE: EFG) until 6:00 P.M. EST, on October 2, 1995. The
tender offer had been scheduled to expire on Friday, September 15,
1995.
Humana's obligation to close the tender offer is subject to
obtaining regulatory approvals from the states of Wisconsin,
California and Illinois. Humana is working closely with these
regulatory authorities to obtain the approvals.
Humana has been advised by Chemical Mellon Shareholder
Services, the depositary for the offer, that as of the close of
business on September 14, 1995, approximately 12.7 million shares
of EMPHESYS common stock (or 72 percent of the outstanding shares
on a fully diluted basis) have been validly tendered and not
withdrawn pursuant to the offer.
EMPHESYS, based in Green Bay, Wisconsin, is one of the
nation's premier health insurers in the small group market.
Headquartered in Louisville, Kentucky, Humana provides managed
health care services to 2.4 million members through the operation
of health maintenance organizations and preferred provider
organizations located in 14 states and the District of Columbia.
