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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 5
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)
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
MAY 1, 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. 5 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 5 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 amended and supplemented by incorporating
by reference therein the press release issued by Parent on May 1, 1997, a
copy of which is filed as Exhibit (a)(12) to the Schedule 14D-1.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the addition of
the following exhibit thereto:
Exhibit (a)(12) Form of press release issued by Parent on May 1,
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: May 1, 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
EXHIBIT
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(a)(12) Form of press release issued by Parent on May 1, 1997.
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CIGNA CORPORATION ANNOUNCES TENDER OFFER EXTENSION
PHILADELPHIA, PA, May 1, 1997 -- CIGNA Corporation (NYSE:CI) announced today
that its indirect wholly owned subsidiary, CHC Acquisition Corp., is extending
its offer to purchase all outstanding shares of common stock of Healthsource,
Inc. (NYSE:HS) for $21.75 per share, net to the seller in cash, until 12:00
midnight, New York City time on Friday, May 30, 1997. The offer had previously
been scheduled to expire on April 30, 1997. The terms of the extended offer
otherwise remain the same as those of the original offer as set forth in the
offering materials filed with the Securities and Exchange Commission on March
6, 1997. The offer is being extended because certain required state regulatory
approvals have not yet been obtained.
According to IBJ Schroder Bank & Trust Company, the depositary for the offer,
as of the close of business on April 30, 1997, 55,096,134 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 800.223.2064. 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.
