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):
August 4, 1997
CIGNA CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8323 06-1059331
______________________ _________________________________
Commission File Number (IRS Employer Identification No.)
One Liberty Place, 1650 Market Street, P.O. Box 7716,
Philadelphia, PA 19192-1550
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(Address of principal executive offices) (Zip Code)
(215) 761-1000
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Registrant's telephone number, including area code
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Item 5. OTHER EVENTS.
On July 23, 1997, the Board of Directors of CIGNA
Corporation, a Delaware corporation (the "Company") adopted a
shareholder rights agreement (the "Rights Agreement") and
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value
$1.00 per share (the "Common Shares"), of the Company. The
dividend is payable to the shareholders of record as of
5:00 P.M., Philadelphia time, on August 4, 1997 (the "Effective
Date"). Each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Junior Participating Preferred Stock, Series D, of
par value $1.00 per share, upon the terms and conditions of the
Rights Agreement adopted by the Board of Directors.
Item 7. EXHIBITS.
1. Press Release, dated July 23, 1997,
announcing the adoption of the Rights
Agreement.
2. Form of Letter to Shareholders
announcing the adoption of the Rights
Agreement.
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SIGNATURE
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, thereto duly authorized.
CIGNA CORPORATION
By: /s/ Carol J. Ward
_________________________
Name: Carol J. Ward
Title: Corporate Sectary
Dated: August 5, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit Description
1. Press Release, dated July 23, 1997,
announcing the adoption of the Rights
Agreement.
2. Form of Letter to Shareholders announcing
the adoption of the Rights Agreement.
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Exhibit 1 - Press Release
Immediate
Michael J. Monroe, Media Relations - 215.761.6133
CIGNA Corporation Adopts New Shareholder Rights Agreement
Declares Distribution of Preferred Share Purchase Rights
Philadelphia, PA, July 23, 1997 -- The Board of Directors of
CIGNA Corporation (NYSE: CI), today adopted a new shareholder
rights agreement and declared a distribution of one preferred
share purchase right on each outstanding share of common stock to
shareholders of record as of August 4, 1997. These rights also
will attach to newly issued shares after that date. The new
agreement replaces CIGNA's original agreement, which was adopted
in 1987 and will expire on August 4.
CIGNA CEO Wilson H. Taylor said, "The rights are designed to
ensure that all of CIGNA's shareholders receive maximum value in
the event of a change of control or takeover of the company by
addressing actions by hostile acquirors. In a Board-approved
acquisition of the company, the Board retains the power to redeem
the rights."
Mr. Taylor noted a 1995 analysis completed by the investment
banking firm J.P. Morgan indicates that shareholders have
received higher premiums than originally offered for firms with
shareholder rights plans in place.
Under the plan, the rights would be exercisable only if a
person or group acquired 10 percent or more of CIGNA's
outstanding common shares in a transaction that is not approved
by the Company's Board. In such an event, all holders of common
shares, other than the buyer, could exercise their rights and
purchase common shares at a discount. If the Company is acquired
in a merger after such an acquisition, all rights holders, except
the buyer, also will be entitled to purchase stock in the buyer
at a discount.
Details of the rights agreement are outlined in a letter
that is being mailed to all shareholders. The dividend
distribution of rights will be made on August 4, 1997, payable to
shareholders of record as of 5:00 p.m., eastern daylight time, on
August 4, 1997. The rights will expire after 10 years.
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.
Exhibit 2 - Form of Letter to Shareholders
[CIGNA Letterhead]
August 4, 1997
I'm writing to you to describe a new shareholder rights
plan, adopted by the CIGNA Board of Directors this past July 23,
which replaces an original plan that expires today, August 4. As
of this date, rights will be distributed to record shareholders,
and will continue to be distributed with respect to all shares
issued going forward. The rights will be represented by, and
transferred with, your common stock certificates.
We have enclosed a summary description of the shareholder
rights plan.
The Board of Directors has adopted the rights plan to ensure
that CIGNA shareholders receive fair value in the event of a
change in control or a takeover, and that you realize the long-
term value of your investment in the Company. The plan achieves
this by providing the Board with needed flexibility in responding
to unilateral, abusive actions by hostile acquirors that are
calculated to deprive the Board and our shareholders of the
ability to obtain maximum value in the Company. The adoption of
the new plan upon expiration of the original one ensures that the
Board will continue to be able to protect your interests against
these abusive practices and maximize the value of your shares, if
a takeover offer were to emerge.
Your Board and management remain enthusiastic about the
potential for the Company and we continue to be committed to
serving your best interests as shareholders.
On behalf of the Board of Directors,
Chairman of the Board and
Chief Executive Officer
