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CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1997
CIGNA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-8323 06-1059331
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE LIBERTY PLACE, 1650 MARKET STREET, P.O. BOX 7716
PHILADELPHIA, PENNSYLVANIA 19192-1550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(215) 761-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 6. Resignation of Registrant's Director.
In January 1997 Frank S. Jones, a member of the Board of Directors of
CIGNA Corporation and some of its predecessor companies since May 1975, informed
CIGNA's Chairman and Chief Executive Officer of his intention to resign from the
Board and not stand for reelection in April. His resignation was effective on
January 29, 1997.
On March 27, 1997, Frank S. Jones wrote the Chairman and Chief
Executive Officer requesting that his resignation and the reasons therefor be
reported to the Securities and Exchange Commission. A copy of this letter, dated
March 27 and received on March 31, 1997, is attached hereto as Exhibit 17.
REASONS FOR RESIGNATION
In tendering his resignation from the Board of Directors, Mr.
Jones expressed his concern that in his view management has not shown the same
degree of leadership relative to diversity of the workforce and business affairs
of the company as it has in achieving the company's recognized strong financial
performance. Mr. Jones recommended the appointment of an ad hoc committee of
independent Board members to review the company's efforts in the area of
diversity and make recommendations to management in that regard.
Mr. Jones suggested that the commitee should monitor the
company's diversity efforts; that the diversity effort should be staffed with
senior officers of the company; and that a person outside the company of the
highest public integrity should be retained by the Board to report on the
company's efforts in this area. Mr. Jones expressed concern that his proposal
had not been given adequate consideration.
CIGNA'S VIEWS
CIGNA's senior management and Board of Directors have
demonstrated a consistent and substantial commitment to the issue of diversity.
Progress has been made. CIGNA, however, recognizes that continued efforts are
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necessary. Achieving successful results in the hiring, retention, and
promotion of minorities and women throughout the workforce and in the external
business affairs of the company remain among the highest ongoing priorities.
The Board of Directors, which has always included minorities
and women among its members, oversees progress in meeting diversity objectives
and requires a report detailing specific results and activities and a
presentation to the Board each year. In addition, the Chairman of the Board has
requested the Honorable William T. Coleman, Jr. and his law firm, O'Melveny &
Myers LLP, to undertake a prudence review of CIGNA's efforts to promote
diversity and to report his conclusions and recommendations to the Board. The
request was made on January 28, 1997, and the Board of Directors discussed
implementation of the prudence review at its February 26, 1997 meeting.
Promoting diversity in CIGNA's workforce and business affairs
is a critical element of management responsibility throughout the company.
CIGNA's commitment to diversity was recognized in 1996 by the receipt of the
Department of Labor's Exemplary Volunteer Efforts (EVE) Award. The company's
vision statement and management objectives highlight a commitment to
maintaining a diverse workforce. High-level management attention is focused on
diversity through the People Resources Committee of the Board and a corporate-
level Diversity Council consisting of members from all divisions and a variety
of job levels. The Council provides a forum for developing strategies to
promote diversity in the workforce and business activities of CIGNA.
In addition to the EVE Award, CIGNA has been recognized by the
National Black MBA Association (1996 Corporation of the Year), The Black
Collegian Magazine ("Top 100 Preferred Employers"); Florida A&M (Support for
Honors Program); NAACP Region II (Recognition for Furthering Equal Employment
Opportunities); Working Mother Magazine ("100 Best Companies" list each of the
last five years); ASPIRA (Support for Puerto Rican Youth); and Hispanic Business
Magazine (The 100 Corporate Elite). These recognitions reflect the progress that
is being made. For example, in 1996, one-third of the 250 new university hires
were minorities and 56 percent were women. In addition, thirteen percent of
externally purchased goods and services were obtained from firms owned by
minorities and/or women (representing over $118 million in procurements in the
past five years).
Item 7. Financial Statements and Exhibits.
(c) The exhibit accompanying this report is listed in the Index to
Exhibits below.
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CIGNA CORPORATION
Date: April 7, 1997 By: /s/ Carol J. Ward
-----------------
Carol J. Ward
Corporate Secretary
Index to Exhibits
<TABLE>
<CAPTION>
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
17 Letter re: director resignation Filed herewith
</TABLE>
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EXHIBIT 17
FRANK S. JONES
2460 PEACHTREE ROAD, N.W.
APARTMENT 108
ATLANTA, GEORGIA 30305
March 27, 1997
PERSONAL AND CONFIDENTIAL
Mr. Wilson H. Taylor
Chairman and Chief Executive Officer
CIGNA Corporation
1650 Market Street
Philadelphia, PA 19192-1550
Dear Bill:
It is my understanding that my resignation from the Board of Directors
of CIGNA per my letter of January 24, 1997 was reported to and acted on by the
Board at its February 26, 1997 board meeting. By this letter, I am requesting
that my resignation and the reason therefor be reported to the Securities and
Exchange Commission in accordance with the requirements of SEC Form 8-K (Item
6(a)-(c) and General Instruction E) and I request that this be completed
promptly if not already undertaken. I would appreciate receiving confirmation of
the 8-K filing at your earliest convenience.
Very truly yours,
Frank S. Jones
cc: Securities and Exchange Commission
Washington, D.C.
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
