SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 5
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
AMENDMENT NO. 5
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 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. 5 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, August 30,
1995, September 15, 1995 and September 28, 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.
Item 10 Additional Information
(c) The press release attached hereto as Exhibit
(a)(15) is incorporated by reference.
Item 11 Material to be Filed as Exhibits
Exhibit (a)(15) - Press Release issued by the Parent on
October 3, 1995.
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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
October 3, 1995
EXHIBIT (a)(15)
Humana News Release
For Further Information
Laurie G. Scarborough
Investor Relations
502/580-1037
October 3, 1995
HUMANA EXTENDS OFFER PERIOD FOR EMPHESYS
LOUISVILLE, KY. --- Humana Inc. (NYSE: HUM) announced today that
the company has extended the expiration date of its tender offer for all the
outstanding shares of common stock of EMPHESYS Financial Group, Inc.
(NYSE: EFG) until 6:00 p.m. EDT on October 11, 1995. The tender offer had
been scheduled to expire on Monday, October 2, 1995.
Conditions to closing this offer include regulatory approvals from the
states of Wisconsin, California and Illinois. Humana has received approval from
the states of Wisconsin and California. The company is working actively with
the Illinois Department of Insurance to expedite this final regulatory approval.
Humana has been advised by Chemical Mellon Shareholder Services,
the depositary for the offer, that as of the close of business on October 2,
1995, approximately 16.6 million shares of EMPHESYS common stock (or 94
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.
