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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 4
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HEALTHSOURCE, INC.
(Name of Subject Company)
CHC ACQUISITION CORP.
CIGNA CORPORATION
(Bidders)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
42221E 10 4
(CUSIP Number of Class of Securities)
THOMAS J. WAGNER, ESQ.
CIGNA CORPORATION
ONE LIBERTY PLACE
PHILADELPHIA, PENNSYLVANIA 19192
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Bidders)
COPY TO:
C. DOUGLAS KRANWINKLE, ESQ.
O'MELVENY & MYERS LLP
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
212-326-2000
APRIL 16, 1997
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* $1,551,656,244
AMOUNT OF FILING FEE $310,331.25
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 71,340,517 shares of common
stock, $.10 par value (the "Shares"), of Healthsource, Inc. (the
"Company") at a price per Share of $21.75 in cash (the "Offer Price").
Such number of shares represents all the Shares outstanding as of
January 31, 1997 plus all Shares issuable pursuant to options granted
under the Company's stock option and employee stock purchase plans,
pension plans and other similar employee benefit plans.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid: $310,331.25
Form or registration no.: Schedule 14D-1
Filing parties: CHC Acquisition Corp. and CIGNA Corporation
Date filed: March 6, 1997
(Continued on following pages)
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This Amendment No. 4 to Tender Offer Statement on Schedule
14D-1 and Amendment No. 4 to Schedule 13D amends and supplements the Tender
Offer Statement on Schedule 14D-1 and Schedule 13D originally filed on March 6,
1997 (the "Schedule 14D-1") by CHC Acquisition Corp., a New Hampshire
corporation (the "Purchaser"), and CIGNA Corporation, a Delaware corporation
("Parent"), relating to the tender offer by the Purchaser to purchase all
outstanding shares of common stock, par value $.10 per share, of Healthsource,
Inc., a New Hampshire corporation (the "Company"), at a price of $21.75 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 6, 1997 and the related Letter of
Transmittal. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-1. The Purchaser and Parent hereby
amend and supplement the Schedule 14D-1 as follows:
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby further amended and supplemented by
incorporating by reference therein the press release issued by Parent on April
17, 1997, a copy of which is filed as Exhibit (a)(11) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of
the following exhibits thereto:
Exhibit (a)(11) Form of press release issued by Parent on April 17,
1997.
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SIGNATURES
After due inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: April 17, 1997
CHC ACQUISITION CORP.
By: /s/ ROBERT L. ROSE
Name: Robert L. Rose
Title: President
CIGNA CORPORATION
By: /s/ MORDECAI SCHWARTZ
Name: Mordecai Schwartz
Title: Vice President
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EXHIBIT INDEX
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EXHIBIT PAGE NO.
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(a)(11) Form of press release issued by Parent on
April 17, 1997.
</TABLE>
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CIGNA CORPORATION ANNOUNCES
EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
WITH RESPECT TO HEALTHSOURCE, INC. TENDER OFFER
PHILADELPHIA, PA, April 17, 1997 -- CIGNA Corporation (NYSE:CI) announced today
that the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 applicable to the offer of its indirect wholly owned
subsidiary, CHC Acquisition Corp., to purchase all outstanding shares of common
stock of Healthsource, Inc. (NYSE:HS) expired at midnight on Wednesday, April
16, 1997. Accordingly, a condition to consummation of the offer has been
satisfied. The offer remains subject to receipt of state regulatory approvals.
According to IBJ Schroder Bank & Trust Company, the depositary for the offer, as
of the close of business on April 16, 1997, 33,767,554 shares of Healthsource,
Inc. common stock had been validly tendered and not withdrawn pursuant to the
offer.
The Information Agent for the offer is Georgeson & Company, Inc. and questions
about the tender offer may be addressed to them at 800-233-2064. The Dealer
Managers are Goldman, Sachs & Co. and questions may be addressed to them at
212-902-1000.
CIGNA Corporation, with 1996 assets of $99 billion and revenues of $19 billion,
is a leading provider of health care, insurance and related financial services
throughout the United States and internationally.
