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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 3
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
MARCH 31, 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. 3 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 3 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(e) is hereby further amended and supplemented as follows:
On March 27, 1997, Plaintiffs filed a Consented to Motion for
Voluntary Non-Suit with Prejudice (the "Motion"). On March 31, 1997, the
court ordered that the Motion be granted. A copy of the Motion and the
related Notice of Decision is filed herewith as Exhibit (g)(2) and is
incorporated herein by reference.
Item 10(f) is hereby further amended and supplemented by the
addition of the following paragraphs thereto:
The introductory clause of the first paragraph of Section 14 of
the Offer to Purchase ("Conditions to the Offer") is hereby amended and restated
in its entirety to read as follows:
"Notwithstanding any other provision of the Offer, subject to
the provisions of the Merger Agreement, the Purchaser will not be
required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-1(c) under the
Exchange Act (relating to the Purchaser's obligation to pay for or
return tendered Shares promptly after termination or withdrawal of
the Offer), pay for, and may delay the acceptance for payment of or,
subject to the restriction referred to above, the payment for, any
tendered Shares, and may terminate the Offer and not accept for
payment any tendered Shares if (i) any applicable waiting period
under the HSR Act has not expired or been terminated prior to the
expiration of the Offer, (ii) any Insurance Regulatory Approvals or
any other material consent, approval, or authorization required
under Federal or any State law required to consummate the Offer have
not been obtained, except where the failure to have obtained any
such approvals, consents, authorizations or Insurance Regulatory
Approvals would not have a Company Material Adverse Effect and would
not result in a violation of law, (iii) the Minimum Condition has
not been satisfied, or (iv) at any time on or after February 26,
1997, and before the Expiration Date, any of the following events
shall occur:"
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following exhibit thereto:
Exhibit (g)(2) Consented to Motion for Voluntary Non-Suit with
Prejudice and Notice of Decision (Kurzweil, et al
v. Healthsource, Inc. et al)
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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 7, 1997
CHC ACQUISITION CORP.
By: /s/ ROBERT L. ROSE
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Name: Robert L. Rose
Title: President
CIGNA CORPORATION
By: /s/ MORDECAI SCHWARTZ
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Name: Mordecai Schwartz
Title: Vice President
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EXHIBIT INDEX
EXHIBIT
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(g)(2) Consented to Motion for Voluntary Non-Suit with Prejudice and
Notice of Decision (Kurzweil, et al v. Healthsource, Inc. et al)
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THE STATE OF NEW HAMPSHIRE
MERRIMACK, SS SUPERIOR COURT
BETTY GRAYSON KURZWEIL and ROBERT GRAYSON, as trustees
under the will of FLORENCE ROSENMAN, on behalf of
themselves and all others similarly situated
v.
HEALTHSOURCE, INC., MERWYN BAGAN, M.D., PAUL D. BARON, M.D.,
ROBERT S. CATHCART, III, M.D., ROBERT H. BILBRO, M.D.,
DANIEL F. EUBANK, M.D., ROBERT A. LEIPOLD, M.D.,
FRANCIS G. MIDDLETON, M.D., NORMAN C. PAYSON, M.D.,
DANIEL W. SCHALL, M.D., J. HAROLD CHANDLER AND CIGNA CORPORATION
Docket No. 97-C-112
CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT WITH PREJUDICE
NOW COME Betty Grayson Kurzweil and Robert Grayson, as trustees under
the will of Florence Rosenman, on behalf of themselves, plaintiffs in the
within action, by and through their attorneys, Upshall, Cooper & Temple, P.A.
and respectfully state as follows:
1. The within action was instituted by Writ dated March 7, 1997,
returnable the first Tuesday of April, 1997 and enacted with this Honorable
Court on or about March 17, 1997.
2. Plaintiffs wish to withdraw said action, with prejudice.
3. Counsel for plaintiffs have discussed plaintiffs' intent to
non-suit this matter with Daniel N. Gregoire, Esquire, counsel for defendant
Healthsource, Inc. and the individual director defendants; and with Warren C.
Nightswander, Esquire, counsel for defendant Cigna Corporation. Defense
counsel have indicated that they consent to plaintiffs' voluntary non-suit with
prejudice.
WHEREFORE, Plaintiffs respectfully pray as follows:
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A. That a voluntary non-suit with prejudice be entered in the
within matter as it relates to plaintiffs' claim.
Respectfully submitted
BETTY GRAYSON KURZWEIL, and
ROBERT GRAYSON
By and through their attorneys,
UPSHALL, COOPER & TEMPLE, P.A.
/s/ FREDERICK E. UPSHALL, JR.
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Frederick E. Upshall, Jr.
10 Green Street, P.O. Box 867
Concord, NH 03302-0867
(603) 225-2791
OF COUNSEL: Shane The. Rowley
Jeffrey G. Smith
WOLF HALDENSTEIN
ALDER FREEMAN &
HERZ LLP
270 Madison Avenue
New York, NY 10016
(212) 545-4600
CERTIFICATION
I hereby certify that a copy of the within Consented to Motion for
Voluntary Non-Suit with Prejudice has this day been mailed, postage prepaid, to
Daniel N. Gregoire, Esquire, counsel for Healthsource, Inc. and individual
director defendants; and Warren C. Nightswander, Esquire, counsel for Cigna,
Corp. in the within action.
Date: March 27, 1997 /s/ FREDERICK E. UPSHALL, JR.
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Frederick E. Upshall, Jr.
-2-
Docket #97-C-112, Kurzweil, et al v. Healthsource, Inc. et al
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THE STATE OF NEW HAMPSHIRE
Merrimack Superior Court
163 N. Main Street
P.O. Box 2880
Concord, NH 03301-2880
603 225-5501
NOTICE OF DECISION
WARREN C. NIGHSWANDER, ESQ.
SULLOWAY & HOLLIS
PO BOX 1256
CONCORD, NH 03302-1256
97-C-0112 Betty Grayson Kurzweil et al vs. Healthsource, Inc. et al
Please be advised that on 3/31/97 Judge Manias made the following order
relative to:
Motion for Voluntary Non-Suit ; Granted
CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT WITH PREJUDICE.
03/31/97 William McGraw, Clerk
cc: Frederick E. Upshall, Esq.
Healthsource, Inc.
Merwyn Bagan, M.D.
Paul D. Baron, M.D.
Robert S. Cathcart, III, M.D.
Robert H. Bilbro, M.D.
Daniel F. Eubank, M.D.
Robert A. Leipold, M.D.
Francis G. Middleton, M.D.
Norman C. Payson, M.D.
David W. Schall, M.D.
J. Harold Chandler, M.D.
Cigna Corporation
