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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 9) (Final Amendment)
HEALTHSOURCE, INC.
(Name of Issuer)
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
July 31, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
Note. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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Schedule 13D
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CUSIP NO. 13D PAGE 2 OF 8 PAGES
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42221E 10 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CIGNA CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b)
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 63,260,468 SHARES OF COMMON STOCK
----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,260,468 SHARES OF COMMON STOCK
----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,260,468 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON
CO, HC
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This Amendment No. 9 (Final Amendment) to Schedule 13D amends and
supplements the Schedule 13D originally filed, as amended (the "Schedule 13D"),
in conjunction with the Tender Officer Statement on Schedule 14D-1 on March 6,
1997 by CHC Acquisition Corp., a New Hampshire corporation (the "Purchaser"),
and a wholly-owned indirect subsidiary of CIGNA Corporation, a Delaware
corporation ("Parent"), relating to the tender offer (the "Offer") by Purchaser
to purchase all outstanding shares of common stock, par value $.10 per share
(the "Shares"), of Healthsource, Inc., a New Hampshire corporation (the
"Company") at $21.75 per Share, net to the seller in cash, on the terms and
subject to the conditions set forth in the Offer to Purchase dated March 6,
1997. The Offer was made pursuant to an Agreement and Plan of Merger dated as of
February 27, 1997 (the "Merger Agreement") by and among the Company, the
Purchaser and Parent. Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 14D-1, as amended, and the Offer to Purchase,
dated March 6, 1997, which is attached as Exhibit (a)(1) to the Schedule
14D-1. The item numbers below are in accordance with the provisions of Schedule
14D-1.
In connection with the foregoing, the Purchaser and Parent hereby amend and
supplement the Schedule 13D as follows:
ITEM 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6 is hereby amended and supplemented by the addition of the following
paragraphs thereto:
The information set forth in the Cover Page of this Amendment No. 9 (Final
Amendment) to Schedule 13D is incorporated herein by
reference.
On July 31, 1997 pursuant to the terms and conditions of the Merger
Agreement, the Purchaser was merged with and into the Company such that the
Company became a wholly-owned indirect subsidiary of the Parent and the
Purchaser ceased to exist as an independent entity (the "Merger"). At the
Effective Time each outstanding Share (other than Shares held in the treasury of
the Company, owned by Parent, the Purchaser or any wholly-owned Subsidiary of
Parent or held by stockholders who perfect their dissenter, rights under New
Hampshire law) was, by virtue of the Merger, converted into the right to
receive $21.75 in cash. Simultaneously, each share of the common stock of
Purchaser was, by virtue of the Merger, converted into one share of the common
stock of the Company. Accordingly, Parent owns shares of the common stock of
the Company, which is 100% of the outstanding common stock thereof. In
addition, a Form 15 has been filed with the Commission July 31, 1997 in order
to deregister the common stock of the Company. A press release relating to the
foregoing is filed as Exhibit (a)(16) to the Schedule 13D and is incorporated
herein by reference.
By virtue of the Merger, on July 31, 1997 Purchaser ceased to exist and
so is no longer a beneficial owner of the Company.
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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)(16) Press Release issued by Parent dated August 1, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 12, 1996 CIGNA CORPORATION
By: /s/ Mordecai Schwartz
-----------------------------------
Name: Mordecai Schwartz
Title: Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit (a)(16) Press Release issued by Parent dated August 1, 1997
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PRESS RELEASE
CIGNA Completes Healthsource Merger
PHILADELPHIA, PA, August 1, 1997 -- CIGNA Corporation (NYSE: CI) announced today
that it completed the merger of Healthsource, Inc. on July 31. Healthsource is
now an indirect, wholly owned subsidiary of CIGNA.
The merger was the second step in a two-step acquisition. The first step, a
cash tender offer for all the outstanding shares of Healthsource at $21.75 per
share, was completed on June 25, 1997. The merger results in the automatic
conversion of the remaining Healthsource shares into the right to receive
$21.75 per former Healthsource share.
CIGNA Corporation, with assets of $103.7 billion as of June 30, 1997 and
full-year 1996 revenues of approximately $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 $7.5 billion as of June 30, 1997.
