CIGNA CORP
10-K/A, 1995-04-25
FIRE, MARINE & CASUALTY INSURANCE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                  FORM 10-K/A
                                AMENDMENT NO. 1
(MARK ONE)
 
      /X/        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
             OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
 
                                       OR
 
     / /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
                FOR THE TRANSITION PERIOD FROM                TO
 
                         COMMISSION FILE NUMBER 1-8323
                               CIGNA CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                               <C>
                   DELAWARE                                        06-1059331
        (State or other jurisdiction of                         (I.R.S. Employer
        incorporation or organization)                        Identification No.)
 
 ONE LIBERTY PLACE, PHILADELPHIA, PENNSYLVANIA                     19192-1550
   (Address of principal executive offices)                        (Zip Code)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (215) 761-1000
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                              NAME OF EACH EXCHANGE ON
      TITLE OF EACH CLASS                         WHICH REGISTERED
- -------------------------------          ----------------------------------
<S>                                      <C>
  Common Stock, Par Value $1;  )           New York Stock Exchange, Inc.
        Preferred Stock        )            Pacific Stock Exchange, Inc.
       Purchase Rights;        )         Philadelphia Stock Exchange, Inc.
              and
8.20% Convertible Subordinated             New York Stock Exchange, Inc.
 Debentures due July 10, 2010
</TABLE>
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                                      None
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes   X  .     No      .
                                              -----         -----
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /
 
     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 2, 1995, was approximately $5.3 billion.
 
     As of March 2, 1995, 72,441,624 shares of the registrant's Common Stock
were outstanding.
 
                      Documents Incorporated By Reference:
                                      None
 
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<PAGE>   2
 
                 AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
                    FOR THE PERIOD ENDING DECEMBER 31, 1994
 
     The undersigned registrant hereby amends ITEM 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K of its Annual Report on Form 10-K
for the period ending December 31, 1994 for the sole purpose of filing a revised
Exhibit 28.2, Schedule P to the Annual Statement for the Year 1994 of ICNA and
its Affiliates.
 
                                    PART IV
 
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     A. (1) The following financial statements have been incorporated by
            reference from the pages indicated below of CIGNA's 1994 Annual
            Report:
 
            Consolidated Statements of Income and Retained Earnings for the
            years ended December 31, 1994, 1993 and 1992--page 24.
 
            Consolidated Balance Sheets as of December 31, 1994 and 1993--page
            25.
 
            Consolidated Statements of Cash Flows for the years ended December
            31, 1994, 1993 and 1992--page 26.
 
            Notes to Financial Statements--pages 27 through 45.
 
            Report of Independent Accountants, Price Waterhouse LLP--page 46.
 
        (2) The financial statement schedules are listed in the Index to
            Financial Statement Schedules on page FS-1.
 
        (3) The exhibits are listed in the Index to Exhibits beginning on page
            E-1.
 
     B. During the last quarter of the fiscal year ended December 31, 1994, the
registrant filed (1) a Report on Form 8-K dated October 31, 1994 containing a
copy of a news release reporting its third quarter 1994 results; and (2) a
Report on Form 8-K dated December 21, 1994 regarding revised ratings.
 
                                   SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto authorized.
 
Date: April 25, 1995
 
<TABLE>
<S>                                              <C>
                                                 CIGNA Corporation
 
                                                 By: /s/  Carol J. Ward
                                                     ----------------------------------------
                                                     Carol J. Ward
                                                     Corporate Secretary
</TABLE>
 
                                        2
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                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
NUMBER                   DESCRIPTION                             METHOD OF FILING
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<C>        <S>                                        <C>
 28.2      (P) Revised Schedule P to the Annual       Filed herewith in paper format under
           Statement for the Year 1994 of ICNA and    cover of Form SE.
           its Affiliates
</TABLE>
 
     Shareholders may obtain copies of exhibits by writing to CIGNA Corporation,
Shareholder Services Department, Two Liberty Place, 1601 Chestnut Street, P.O.
Box 7716, Philadelphia, Pennsylvania 19192-2378.
 
                                       E-1


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