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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 8
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
(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
JUNE 25, 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. 8 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 8 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a)-(b) of the Schedule 14D-1 is hereby amended and
supplemented by adding thereto the following:
The Offer expired at 6:00 P.M., New York City time, on
Wednesday, June 25, 1997. Based on information provided by the Depositary, IBJ
Schroder Bank and Trust Company, approximately 63,260,468 Shares were validly
tendered and not withdrawn as of the expiration of the Offer including 1,099,312
Shares which were tendered pursuant to guaranteed delivery procedures. At 6:01
P.M. on June 25, 1997, Purchaser accepted for payment and, therefore, purchased
all tendered Shares at the Offer price of $21.75 per Share. As a result,
Purchaser beneficially owns approximately 63,260,468 of the outstanding Shares
of the Company (approximately 98% of outstanding Shares).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES
Item 7 of the Schedule 14D-1 is hereby amended and supplemented
by adding thereto the following:
By executing the Letter of Transmittal, each tendering
shareholder has appointed designees of the Purchaser as such shareholder's
proxies with respect to the tendered Shares. All such proxies became effective
as of the Purchaser's acceptance for payment of the Shares tendered in response
to the Offer. Such proxies are irrevocable and coupled with an interest in the
tendered Shares.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented by incorporating
by reference therein the press release issued by Parent on June 26, 1997, a
copy of which is filed as Exhibit (a)(15) 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)(15) Form of press release issued by Parent on June 26,
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: June 26, 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)(15) Form of press release issued by Parent on June 26, 1997.
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CIGNA CORPORATION COMPLETES TENDER OFFER FOR HEALTHSOURCE COMMON STOCK
PHILADELPHIA, PA, June 26, 1997 - CIGNA Corporation (NYSE; CI) announced today
that its subsidiary, CHC Acquisition Corp., has completed its $21.75 per share
cash tender offer for the outstanding common stock of Healthsource, Inc., a New
Hampshire-based HMO and health insurance company. The offer expired June 25
at 6:00 P.M., Eastern Daylight Time.
As announced on February 28, CIGNA agreed to acquire Healthsource for a total
acquisition cost of approximately $1.7 billion, including the repayment of
approximately $250 million of outstanding Healthsource long-term debt.
"Healthsource, with its 1.1 million HMO members and 2 million medical and 2.6
million dental indemnity lives (as of December 31, 1996), provides CIGNA with
access to several important new markets, enhances our competitive position in
others and fits well with our managed care and indemnity businesses," said H.
Edward Hanway, president of CIGNA HealthCare. "We're very pleased with the
commitment to quality, cost-effective care we have seen throughout Healthsource
and, with that commitment as a common goal, we expect the integration to be
achieved quickly and efficiently."
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With the addition of Healthsource, CIGNA HealthCare operates medical HMOs in 30
states with total membership of approximately 5.4 million members (based on
enrollments as of December 31, 1996). Including Healthsource, CIGNA'S medical
indemnity business covers approximately 6.6 million lives and its dental
indemnity book of business approximately 10.5 million lives (again, based on
December 31, 1996 enrollments).
According to IBJ Schroder Bank & Trust Company, the depositary for the offer,
63,260,468 shares of Healthsource common stock had been tendered as of the close
of the offer on June 25, 1997, including 1,099,312 shares tendered pursuant to
notices of guaranteed delivery. The shares tendered constitute approximately 98
percent of Healthsource's outstanding common shares. By the tender offer
deadline, 1,033,001 shares had not been tendered.
Holders of Healthsource common stock who did not tender pursuant to the offer
will be entitled to $21.75 per share in cash following completion of the merger
of Healthsource and CHC Acquisition Corp. CHC Acquisition Corp. expects to
consummate the merger promptly.
CIGNA Corporation, with assets of $98.9 billion (as of December 31, 1996) and
full-year 1996 revenues of $19 billion, is a leading provider of health care,
insurance and related financial services throughout the United States and
internationally. CIGNA Corporation ranks among the largest investor-owned
insurance organizations in the United States, with shareholders' equity of $7.2
billion (as of December 31, 1996).
