<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
CIGNA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1059331
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
ONE LIBERTY PLACE, 1650 MARKET ST., P.O. BOX 7716, PHILADELPHIA, PENNSYLVANIA
19192-1550
(215) 761-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
THOMAS J. WAGNER,
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL,
CIGNA CORPORATION
ONE LIBERTY PLACE, 1650 MARKET ST., P.O. BOX 7716, PHILADELPHIA, PENNSYLVANIA
19192
(215) 761-6027
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
AMOUNT OFFERING AGGREGATE OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Debt Securities........... (1)(3) (2) (1)(2)(3) N/A
Preferred Stock (par value
$1.00 per share) ....... (1)(4) (2) (1)(2)(4) N/A
Common Stock (par value
$1.00 per share) ....... (1)(5) (2) (1)(2)(5) N/A
Total................... $800,000,000(7) (2) $800,000,000 $242,424.25(6)(7)
</TABLE>
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(1) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$800,000,000 or the equivalent thereof in one or more foreign currencies,
currency units or composite currencies, including the European Currency
Unit. If any Debt Securities are issued at an original issue discount,
then the offering price shall be in such greater principal amount as shall
result in an aggregate initial offering price of up to $800,000,000. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) The proposed maximum initial offering price per unit will be determined,
from time to time, by the Registrant in connection with the issuance by
the Registrant of the securities registered hereunder.
(3) Subject to Footnote (1), there are being registered hereunder an
indeterminate principal amount of Debt Securities.
(4) Subject to Footnote (1), there are being registered hereunder an
indeterminate number of shares of Preferred Stock as may be sold, from
time to time, by the Registrant.
(5) Subject to Footnote (1) and Rule 415(a)(4) of the Securities Act of 1933,
there are being registered hereunder an indeterminate number of shares of
Common Stock as may be sold, from time to time, by the Registrant. There
are also being registered hereunder an indeterminate number of shares of
Common Stock as shall be issuable upon conversion of the Preferred Stock
or Debt Securities registered hereby. Each share of Common Stock includes
a Right to Purchase Junior Participating Preferred Stock, Series D. Prior
to the occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Common Stock.
(6) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(7) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein is a combined prospectus, which also relates to CIGNA's
Registration Statement on Form S-3, Registration No. 33-65396 (the "Prior
Registration Statement"). This Registration Statement also constitutes the
first post-effective amendment to the Prior Registration Statement. Such
post-effective amendment shall hereafter become effective concurrently
with the effectiveness of this Registration Statement in accordance with
Section 8(a) of the Securities Act of 1933. The aggregate amount of
securities eligible to be sold and not previously sold under the Prior
Registration Statement ($200,000,000) shall be carried forward to this
Registration Statement. CIGNA previously paid the registration fee of
$60,600 in connection with those securities.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 25, 1997
[LOGO APPEARS HERE]
CIGNA CORPORATION
DEBT SECURITIES, PREFERRED STOCK
AND COMMON STOCK
-----------
CIGNA Corporation ("CIGNA" or the "Company") may from time to time offer,
together or separately, its Debt Securities consisting of debentures, notes
and/or other unsecured evidences of indebtedness; shares of its Preferred
Stock; and shares of its Common Stock. The Debt Securities, Preferred Stock and
Common Stock are collectively called the "Securities". The Securities offered
may be issued in one or more series or issuances at an aggregate initial
offering price not to exceed $1,000,000,000 (or its equivalent based on the
applicable exchange rate at the time of sale in one or more foreign currencies,
composite currencies or in amounts determined by reference to an index as shall
be designated by the Company). The Debt Securities may be convertible
subordinated Debt Securities which, unless previously redeemed or otherwise
purchased or acquired, will be convertible at any time during the specified
conversion period into shares of the Company's Common Stock, or may be senior
Debt Securities which will not be convertible. The Debt Securities may be
offered as separate series in amounts, at prices and on terms to be determined
at the time of sale. Certain specific terms of the particular Securities in
respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"), including,
where applicable, in the case of Debt Securities, the title, aggregate
principal amount, denominations (which may be in United States dollars or in
any other currency, in composite currencies or in amounts determined by
reference to an index), maturity, rate (which may be fixed or variable) and
time of payment of any interest, any terms for redemption at the option of the
Company or the holder, any terms for sinking fund payments, any terms for
conversion or exchange into other securities, any listing on a securities
exchange and the initial public offering price and any other terms, and in the
case of Preferred Stock, the specific title, the aggregate amount, any dividend
(including the method of calculating payment of dividends), liquidation,
redemption, voting and other rights, any terms for any conversion or exchange
into other securities, the initial public offering price and any other terms.
The Company's Common Stock is listed on the New York, Pacific and Philadelphia
Stock Exchanges under the trading symbol "CI". Any Common Stock sold pursuant
to a Prospectus Supplement will be listed on such exchanges, subject to
official notice of issuance.
The Company may sell Securities to or through underwriters, directly to other
purchasers or through agents. The Prospectus Supplement sets forth the names of
any underwriters or agents involved in the sale of the Securities in respect of
which this Prospectus is being delivered, the proposed amounts, if any, to be
purchased by underwriters and the compensation, if any, of such underwriters or
agents.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices located at 500 West Madison Street,
Chicago, Illinois 60661, and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains an Internet web site at
http://www.sec.gov that contains reports, proxy statements and other
information. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, Inc., the Pacific
Stock Exchange, Inc., and the Philadelphia Stock Exchange, Inc.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission in accordance with the
provisions of the 1934 Act (File No. 1-8323) are incorporated by reference
herein: (1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; (2) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, June 30 and September 30, 1997; (3) the
Company's Current Reports on Form 8-K dated February 11, February 28, March 5,
March 31, April 30, July 30, August 4, October 1, and October 30, 1997; (4)
the description of CIGNA's Common Stock contained in CIGNA's Registration
Statement on Form 8-B dated March 22, 1982, as amended, including all
amendments and reports for the purpose of updating such description; and (5)
the description of Preferred Stock Purchase Rights contained in CIGNA's
Registration Statement on Form 8-A dated July 23, 1997, as amended by any
other amendments and reports filed for the purpose of updating such
description. All reports subsequently filed by the Company pursuant to Section
13(a) or 13(c) of the 1934 Act, all definitive proxy or information statements
subsequently filed by the Company pursuant to Section 14 of the 1934 Act and
all reports subsequently filed pursuant to Section 15(d) of the 1934 Act prior
to the termination of this offering will be deemed to be incorporated herein
by reference and to be part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute part of this Prospectus. Such
incorporation by reference will not be deemed to specifically incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the
request of such person, a copy of any and all of the documents incorporated
herein by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents).
Written or oral requests for such copies should be directed to CIGNA
Corporation, Shareholder Services Department, Two Liberty Place, 1601 Chestnut
Street, P.O. Box 7716, Philadelphia, Pennsylvania 19192-2378 (telephone (215)
761-3517).
2
<PAGE>
THE COMPANY
With shareholders' equity of $8.0 billion and assets of $106.4 billion as of
September 30, 1997 and revenues of $19 billion for the year ended December 31,
1996, CIGNA Corporation and its subsidiaries constitute one of the largest
investor-owned insurance organizations in the United States and one of the
principal United States companies in the financial services industry. Unless
the context otherwise indicates, the term "the Company," when used herein,
refers to one or more of CIGNA Corporation and its consolidated subsidiaries.
Although CIGNA Corporation is not an insurance company, its subsidiaries are
major providers of group life and health insurance, managed care products and
services, retirement products and services and property and casualty
insurance. The Company is one of the largest international insurance
organizations based in the United States, measured by international revenues,
and one of the largest investor-owned health maintenance organizations in the
United States, based on the number of members. The Company's major insurance
subsidiaries, Connecticut General Life Insurance Company ("CG Life") and
Insurance Company of North America ("ICNA"), are among the oldest insurance
companies in the United States, with ICNA tracing its origins to 1792 and CG
Life to 1865. CIGNA Corporation was incorporated in the State of Delaware in
1981.
The principal executive offices of the Company are located at One Liberty
Place, 1650 Market Street, P.O. Box 7716, Philadelphia, Pennsylvania, 19192.
Its telephone number is (215) 761-1000.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges is incorporated by
reference to Exhibit 12 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and to Exhibit 12 to the Company's
quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1997,
both incorporated by reference herein.
USE OF PROCEEDS
Except as may otherwise be set forth in the Prospectus Supplement, the net
proceeds from the sale of the Securities offered hereby will be added to the
Company's general funds and used for general corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities"),
including the nature of any variations from the following general provisions
applicable to such Offered Debt Securities, will be described in the
Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities may be offered as Convertible Subordinated Debt
Securities which, unless previously redeemed or otherwise purchased or
acquired, will be convertible at any time during the specified conversion
period into shares of the Company's Common Stock or as Senior Debt Securities
which will not be convertible. The Senior Debt Securities are to be issued
under an Indenture (the "Senior Indenture"), between the Company and Marine
Midland Bank, N.A. (now known as Marine Midland Bank), as Trustee (the "Senior
Trustee"), a copy of the form of which Senior Indenture is filed as an exhibit
to the Registration Statement. The Convertible Subordinated Debt Securities
are to be issued under an Indenture (the "Convertible Subordinated Indenture,"
each of the Senior Indenture
3
<PAGE>
and the Convertible Subordinated Indenture being herein referred to
individually as an "Indenture" and collectively as the "Indentures") to be
entered into by the Company and Marine Midland Bank, as Trustee (the
"Convertible Subordinated Trustee," each of the Senior Trustee and the
Convertible Subordinated Trustee being herein referred to individually as a
"Trustee" and collectively as the "Trustees"), a copy of the form of which
Convertible Subordinated Indenture is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Indentures do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the applicable Indenture,
including the definitions therein of certain terms. Wherever particular
provisions or defined terms of the Indentures are referred to, such provisions
or defined terms are incorporated herein by reference. Certain defined terms
in the Indentures are capitalized herein. Unless specifically noted, the
references below to provisions, defined terms or sections of the Indentures
refer to both the Senior Indenture and the Convertible Subordinated Indenture.
GENERAL
The Indentures do not limit the amount of debentures, notes or other
evidences of indebtedness which may be issued thereunder (such securities
issued under either Indenture being herein referred to as the "Debt
Securities"). The Indentures provide that Debt Securities may be issued from
time to time in one or more series. The Debt Securities will be unsecured
obligations of the Company. The Senior Debt Securities will rank pari passu
with one another and with all other unsecured and unsubordinated debt of the
Company and will not be convertible. The Convertible Subordinated Debt
Securities will rank pari passu with one another, will be subordinated to all
Senior Indebtedness of the Company as described below under "Convertible
Subordinated Debt Securities--Subordination" and will be convertible into the
Common Stock of the Company as described below under "Convertible Subordinated
Debt Securities--Conversion Rights."
The Prospectus Supplement relating to the Offered Debt Securities will state
whether the Offered Debt Securities are Senior Debt Securities or Convertible
Subordinated Debt Securities and will describe the following terms, where
applicable, of the Offered Debt Securities: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the Offered
Debt Securities; (3) the date or dates (or manner of determining the same) on
which the principal of the Offered Debt Securities is payable; (4) the rate or
rates (or manner of determining the same) at which the Offered Debt Securities
will bear interest, if any, the date or dates from which such interest will
accrue, the Interest Payment Dates on which such interest will be payable and
the Regular Record Date for the interest payable on any Interest Payment Date;
(5) if other than as set forth in this Prospectus, the place or places where
the principal of (and premium, if any) and interest on the Offered Debt
Securities will be payable; (6) the period or periods within which, the price
or prices at which, and the terms and conditions upon which the Offered Debt
Securities may be redeemed in whole or in part at the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase the Offered
Debt Securities pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof, and the period or periods within which, the price
or prices at which and the terms and conditions upon which the Offered Debt
Securities will be redeemed or purchased, in whole or in part, pursuant to
such obligation; (8) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Offered Debt Securities will
be issuable; (9) if other than the principal amount thereof, the portion of
the principal amount of the Offered Debt Securities which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;
(10) if other than the currency of the United States of America, the currency
or currencies, including composite currencies, in which payment of the
principal of (and premium, if any) and interest on the Offered Debt Securities
will be payable; (11) if the amount of payments of principal of (and premium,
if any) or interest on the Offered Debt Securities may be determined with
reference to an index, the manner in which such amounts will be determined;
and (12) any other terms of the Offered Debt Securities. Additionally, the
4
<PAGE>
Prospectus Supplement with respect to any Convertible Subordinated Offered
Debt Securities will set forth the Initial Conversion Price, the Initial
Conversion Date and the Final Conversion Date therefor and any other terms
relating to the conversion thereof into Common Stock of the Company. The
Prospectus Supplement with respect to any Senior Offered Debt Securities will
describe the application, if any, of Section 403 or Section 1007 of the Senior
Indenture thereto. (Section 301).
Unless otherwise indicated in the Prospectus Supplement, the principal of
and premium, if any, and interest, if any, on the Offered Debt Securities will
be payable, transfers of the Offered Debt Securities will be registrable, and
Convertible Subordinated Offered Debt Securities may be surrendered for
conversion, at Marine Midland Bank, 140 Broadway, New York, New York 10005,
provided that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as it appears in
the Security Register. (Sections 301, 305, 307 and 1002).
In any case where the date on which the principal of and premium, if any,
and interest, if any, on the Offered Debt Securities is payable, or which is
the last day any Convertible Subordinated Offered Debt Securities may be
converted, is not a Business Day at any Place of Payment for such Offered Debt
Securities, or at any place where Convertible Subordinated Offered Debt
Securities may be surrendered for conversion, then (notwithstanding any other
provision of the applicable Indenture or of such Offered Debt Securities)
payment of such principal, premium or interest, or conversion of such
Convertible Subordinated Offered Debt Securities, need not be made at such
Place of Payment, or place where Convertible Subordinated Offered Debt
Securities may be surrendered for conversion, on such date, but may be made on
the next succeeding Business Day at such Place of Payment, or place where
Convertible Subordinated Offered Debt Securities may be surrendered for
conversion, provided that no interest shall accrue for the period from and
after the date on which such principal, premium or interest is payable.
(Section 113).
Unless otherwise indicated in the Prospectus Supplement, the Offered Debt
Securities will be issued only in fully registered form without coupons in
denominations of $1,000 or any integral multiple thereof. (Section 302). No
service charge will be made for any registration of transfer or exchange of
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305).
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be sold at a substantial discount below their principal
amount. If such Securities are issued, the material federal income tax and
other considerations applicable thereto will be described in the Prospectus
Supplement relating to any Original Issue Discount Securities.
EVENTS OF DEFAULT
The following are Events of Default under each Indenture with respect to
Debt Securities of any series issued under such Indenture: (a) failure to pay
principal of or premium, if any, on any Debt Security of that series when due;
(b) failure to pay any interest on any Debt Security of that series when due,
continued for 30 days; (c) failure to deposit any sinking fund payment, when
due, in respect of any Debt Security of that series; (d) failure to perform
any other covenant of the Company in such Indenture (other than a covenant
included in such Indenture solely for the benefit of series of Debt Securities
other than that series), continued for 90 days after written notice as
provided in such Indenture; (e) the acceleration, or failure to pay at
maturity (including any applicable grace period), of any indebtedness for
money borrowed by the Company exceeding $20,000,000 in principal amount, which
acceleration or failure to pay is not rescinded or annulled or indebtedness
paid within 15 days after the date on which written notice thereof shall have
first been given to the Company as provided in such Indenture; (f) certain
events in bankruptcy, insolvency or reorganization in respect of the Company;
and (g) any other Event of Default provided with respect to Debt Securities of
that series. (Section 501).
5
<PAGE>
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee for such Debt
Securities or the Holders of at least 25 percent in principal amount of the
Outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series to be due and
payable immediately. At any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment
or decree based on acceleration has been obtained, the Holders of a majority
in principal amount of the Outstanding Debt Securities of that series may,
under certain circumstances, rescind and annul such acceleration. (Section
502). For information as to waiver of defaults, see "Modification and Waiver."
Neither Trustee will be under any obligation, subject to the duty of each
Trustee during default to act with the required standard of care, to exercise
any of its rights or powers under the Indenture to which such Trustee is a
party at the request or direction of any of the Holders of Debt Securities
issued under such Indenture, unless such Holders shall have offered to such
Trustee reasonable security or indemnity. Subject to such provisions for
indemnification of the applicable Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to such Trustee, or exercising any trust or power
conferred on such Trustee, with respect to the Debt Securities of that series.
The Company will furnish to each Trustee annually a certificate as to
compliance with all conditions and covenants under the Indenture to which such
Trustee is a party.
MODIFICATION AND WAIVER
Modifications and amendments of either Indenture may be made by the Company
and the Trustee under such Indenture with the consent of the Holders of not
less than 66 2/3 percent in principal amount of the Outstanding Debt
Securities of each series issued under such Indenture affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security issued under such Indenture affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest
on, any Debt Security, (b) reduce the principal amount of, or the premium, if
any, or the rate of interest on, any Debt Security, (c) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the Maturity thereof, (d) change the place or currency of payment of principal
of, or premium, if any, or the rate of interest on, any Debt Security, (e)
impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security, (f) adversely affect the right to convert
any Convertible Subordinated Debt Security or modify the provisions of the
Convertible Subordinated Indenture with respect to the subordination of the
Convertible Subordinated Debt Securities in a manner adverse to the Holders
thereof, or (g) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, or the percentage of Holders the consent of which is
required for modification or amendment of the Indenture for such Debt
Securities or for waiver of compliance with certain provisions of such
Indenture or for waiver of certain defaults. (Section 902).
Each Indenture provides that the Holders of a majority in principal amount
of the Outstanding Debt Securities of any series may, on behalf of the Holders
of all Debt Securities of that series, waive any past default under such
Indenture with respect to that series, except a default in the payment of the
principal of or premium, if any, or interest on any Debt Security of that
series or in respect of a provision which under such Indenture cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of that series affected. (Section 513).
The Senior Indenture (but not the Convertible Subordinated Indenture)
provides that the Holders of not less than a majority in principal amount of
the Outstanding Senior Debt Securities of any series
6
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may, on behalf of the Holders of all Senior Debt Securities of that series,
waive, insofar as that series is concerned, compliance by the Company with
certain restrictive provisions of the Senior Indenture. (Section 1009).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may, without the consent of any Holders of Outstanding Debt
Securities, consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, any Person, and any other Person may
consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, the Company, provided that (i) the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged, or the Person, if other than a wholly-owned Subsidiary (except for
directors' qualifying shares), which acquires or leases the assets of the
Company substantially as an entirety is organized under the laws of any United
States jurisdiction and assumes the Company's obligations on the Debt
Securities and under each Indenture, and (in the case of the Convertible
Subordinated Indenture) provides for conversion rights for the Convertible
Subordinated Debt Securities, (ii) after giving effect to the transaction, no
Event of Default, and no event related to such transaction which, after notice
or lapse of time or both, would become an Event of Default, shall have
happened and be continuing and (iii) certain other conditions are met.
(Sections 801 and 802).
CONCERNING THE TRUSTEES
The Company and certain of its subsidiaries, in the ordinary course of
business, maintain general banking relations with Marine Midland Bank.
Pursuant to the provisions of the Trust Indenture Act of 1939, upon a default
under either the Senior Indenture or the Convertible Subordinated Indenture,
Marine Midland Bank may be deemed to have a conflicting interest by virtue of
its acting as both the Senior Trustee and the Convertible Subordinated Trustee
requiring it to resign and be replaced by a successor trustee in one of such
positions.
SENIOR DEBT SECURITIES
The following provisions apply only to Senior Debt Securities and not to
Convertible Subordinated Debt Securities.
BOOK-ENTRY DEBT SECURITIES
The Senior Offered Debt Securities may be issued in the form of one or more
Global Securities that will be deposited with a Depository or its nominee
identified in the Prospectus Supplement relating to such Senior Offered Debt
Securities. In such a case, one or more Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of Outstanding Debt Securities of the series to be
represented by such Global Security or Securities. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive registered
form, a Global Security may not be registered for transfer or exchange except
as a whole by the Depository for such Global Security to a nominee of such
Depository and except in the circumstances described in the Prospectus
Supplement relating to such Senior Offered Debt Securities. (Sections 205 and
305).
The specific terms of the depository arrangement with respect to any portion
of a series of Senior Offered Debt Securities to be represented by a Global
Security will be described in the Prospectus Supplement relating to such
Senior Offered Debt Securities.
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LIMITATION ON LIENS
The Senior Indenture provides that the Company will not, and will not permit
any Subsidiary, directly or indirectly, to create, issue, assume, incur or
guarantee any indebtedness for money borrowed which is secured by a mortgage,
pledge, lien, security interest or other encumbrance of any nature on any of
the present or future common stock of a Designated Subsidiary (as defined
below) (or any company, other than the Company, having direct or indirect
control of any Designated Subsidiary) unless the Senior Debt Securities and,
if the Company so elects, any other indebtedness of the Company ranking at
least pari passu with the Senior Debt Securities, shall be secured equally and
ratably with, or prior to, such other secured indebtedness for money borrowed
so long as it is outstanding. (Section 1006).
The Company does not believe that the covenant described above will have a
material effect on the Company's or any Subsidiary's ability to conduct its
operations. A similar covenant has appeared in other indentures and agreements
relating to outstanding long-term indebtedness of the Company and guarantees
by the Company of long-term indebtedness of Subsidiaries, and such covenant
has not had a material effect on the operations of the Company or any
Subsidiary. This covenant does not restrict the ability of the Company or any
Subsidiary to mortgage, pledge or grant liens, security interests or other
encumbrances of any nature on any property or assets other than the common
stock of a Designated Subsidiary. The Company believes that this covenant may
provide some benefit to Holders of Senior Debt Securities in the event the
Company or any Subsidiary finds it necessary to obtain financing secured by
the common stock of a Designated Subsidiary.
The term "Designated Subsidiary" means each of CIGNA Property and Casualty
Insurance Company, Connecticut General Life Insurance Company and Insurance
Company of North America, so long as it remains a Subsidiary, or any
Subsidiary which is a successor of such Designated Subsidiary. (Section 101).
DEFEASANCE
Defeasance and Discharge. The Senior Indenture provides, if such provision
is made applicable to the Senior Debt Securities of any series pursuant to
Section 301 of the Senior Indenture, that the Company will be discharged from
any and all obligations in respect of the Senior Debt Securities of such
series (except for certain obligations to register the transfer or exchange of
Senior Debt Securities of such series, to replace stolen, lost or mutilated
Senior Debt Securities of such series, to maintain paying agencies and to hold
monies for payment in trust) upon the deposit with the Senior Trustee, or
another qualified corporate trustee, in trust, of money and/or U.S. Government
Obligations which through the payment of interest and principal in respect of
such U.S. Government Obligations in accordance with their terms will provide
money in an amount sufficient to pay the principal of and premium, if any, and
each installment of interest on the Senior Debt Securities of such series on
the Stated Maturity of such payments and any mandatory sinking fund payments
or analogous payments applicable to the Senior Debt Securities of such series
on the day on which such payments are due and payable in accordance with the
terms of the Senior Indenture and the Senior Debt Securities of such series.
Such a trust may only be established if, among other things, (i) either (x)
the Company has delivered to the Senior Trustee an Opinion of Counsel to the
effect that since the date of the Senior Indenture there has been a change in
the applicable federal income tax law, including a change in the official
interpretation thereof, or (y) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, in either case to
the effect that Holders of the Senior Debt Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to federal income
tax on the same amounts and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred,
and (ii) the Company has delivered to the Senior Trustee an Opinion of Counsel
to the effect that the Senior Debt Securities of such series, if then listed
on the
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New York Stock Exchange, will not be delisted as a result of such deposit,
defeasance and discharge. (Section 403).
Defeasance of Certain Obligations and Certain Events of Default. The Senior
Indenture provides that, if applicable, the Company may omit to comply with
the restrictive covenants in Section 1005 ("Maintenance of Properties") or
Section 1006 ("Limitation on Liens on Common Stock of Designated
Subsidiaries"), and Section 501(4) (described in Clause (d) under "Events of
Default") with respect to Sections 1005 and 1006 and Section 501(5) (described
in Clause (e) under "Events of Default") shall be deemed not to be an Event of
Default under the Senior Indenture with respect to the Senior Debt Securities
of any series, upon the deposit with the Senior Trustee, or another qualified
corporate trustee, in trust, of money and/or U.S. Government Obligations which
through the payment of interest and principal in respect of such U.S.
Government Obligations in accordance with their terms will provide money in an
amount sufficient to pay the principal of and premium, if any, and each
installment of interest on the Senior Debt Securities of such series on the
Stated Maturity of such payments and any mandatory sinking fund payments or
analogous payments applicable to the Senior Debt Securities of such series on
the day on which such payments are due and payable in accordance with the
terms of the Senior Indenture and the Senior Debt Securities of such series.
The obligations of the Company under the Senior Indenture and the Senior Debt
Securities of such series other than with respect to the covenants referred to
above and the Events of Default other than the Events of Default referred to
above shall remain in full force and effect. Such a trust may only be
established if, among other things, the Company has delivered to the Senior
Trustee an Opinion of Counsel to the effect that (i) the Holders of the Senior
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance of
certain obligations and Events of Default and will be subject to federal
income tax on the same amounts and in the same manner and at the same times,
as would have been the case if such deposit and defeasance had not occurred,
and (ii) the Senior Debt Securities of such series, if then listed on the New
York Stock Exchange, will not be delisted as a result of such deposit and
defeasance. (Section 1007).
In the event the Company exercises its option to omit compliance with
certain covenants of the Senior Indenture with respect to the Senior Debt
Securities of any series as described above and the Senior Debt Securities of
such series are declared due and payable because of the occurrence of any
Event of Default other than an Event of Default described in Clause (d) or (e)
under "Events of Default," the amount of money and U.S. Government Obligations
on deposit with the Senior Trustee, or another qualified corporate trustee,
will be sufficient to pay amounts due on the Senior Debt Securities of such
series at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the Senior Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, the Company will
remain liable for such payments. If the Company fails to pay such amounts as
and when required by the terms of the Senior Indenture, the Senior Trustee may
institute and prosecute a judicial proceeding for the collection of such
amounts and may enforce any judgment or final decree obtained in such
proceeding. (Section 503).
CONVERTIBLE SUBORDINATED DEBT SECURITIES
The following provisions apply only to Convertible Subordinated Debt
Securities and not to Senior Debt Securities.
SUBORDINATION
The payment of the principal of and premium, if any, and interest on the
Convertible Subordinated Debt Securities will, to the extent set forth in the
Convertible Subordinated Indenture, be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness (as defined below). Upon any
payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of the Company, the holders of all Senior Indebtedness will first
be
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entitled to receive payment in full of all amounts due or to become due
thereon before the Holders of the Convertible Subordinated Debt Securities
will be entitled to receive any payment in respect of the principal of or
premium, if any, or interest on the Convertible Subordinated Debt Securities.
In the event of the acceleration of the maturity of any Convertible
Subordinated Debt Securities, the holders of all Senior Indebtedness will
first be entitled to receive payment in full of all amounts due or to become
due thereon before the Holders of the Convertible Subordinated Debt Securities
will be entitled to receive any payment upon the principal of or premium, if
any, or interest on the Convertible Subordinated Debt Securities. No payments
on account of principal, premium, if any, or interest in respect of the
Convertible Subordinated Debt Securities may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior
Indebtedness, or an event of default with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default. For
purposes of the subordination provisions, the payment, issuance or delivery of
cash, property or securities (other than stock, and certain subordinated
securities, of the Company) upon conversion of a Convertible Subordinated Debt
Security will be deemed to constitute payment on account of the principal of
such Convertible Subordinated Debt Security. (Article Thirteen)
By reason of such subordination, in the event of insolvency, creditors of
the Company who are not holders of Senior Indebtedness or of the Convertible
Subordinated Debt Securities may recover less, ratably, than holders of Senior
Indebtedness, and may recover more, ratably, than the Holders of the
Convertible Subordinated Debt Securities.
"Senior Indebtedness" is defined to mean the principal of (and premium, if
any) and interest on all indebtedness of the Company (including indebtedness
of others guaranteed by the Company), other than the Convertible Subordinated
Debt Securities, whether outstanding on the date of the Convertible
Subordinated Indenture or thereafter created, incurred or assumed, which is:
(i) for money borrowed, (ii) evidenced by a note or similar instrument given
in connection with the acquisition of any businesses, properties or assets of
any kind or (iii) obligations of the Company as lessee under leases required
to be capitalized on the balance sheet of the lessee under generally accepted
accounting principles or leases of property or assets made as part of any sale
and lease-back transaction to which the Company is a party, including
amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligation, unless in any case in the instrument creating or
evidencing any such indebtedness or obligation or pursuant to which the same
is outstanding it is provided that such indebtedness or obligation is not
superior in right of payment to the Convertible Subordinated Debt Securities.
At September 30, 1997, Senior Indebtedness aggregated approximately $2
billion. The Company expects from time to time to incur additional
indebtedness constituting Senior Indebtedness. The Convertible Subordinated
Indenture does not prohibit or limit the incurrence of additional Senior
Indebtedness.
CONVERSION RIGHTS
The Convertible Subordinated Debt Securities will be convertible into Common
Stock of the Company prior to redemption during the time period specified in
the Prospectus Supplement with respect thereto, initially at the Initial
Conversion Price therefor specified in such Prospectus Supplement. The right
to convert Convertible Subordinated Debt Securities subject to and called for
redemption will terminate at the close of business on the Redemption Date and
will be lost if not exercised prior to that time. (Section 1401)
The conversion price will be subject to adjustment in certain events,
including (i) dividends (and other distributions) payable in Common Stock on
any class of capital stock of the Company, (ii) the issuance to all holders of
Common Stock of rights or warrants entitling them to subscribe for or
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purchase Common Stock at less than the current market price (as defined),
(iii) subdivisions, combinations and reclassifications of Common Stock, and
(iv) distributions to all holders of Common Stock of evidences of indebtedness
of the Company or assets (including securities, but excluding those dividends,
rights, warrants and distributions referred to above and dividends and
distributions paid in cash out of the retained earnings of the Company). In
addition to the foregoing adjustments, the Company will be permitted to make
such reductions in the conversion price as it considers to be advisable in
order that any event treated for Federal income tax purposes as a dividend of
stock or stock rights will not be taxable to the holders of the Common Stock.
(Section 1404) In case of certain consolidations or mergers to which the
Company is a party or the transfer of substantially all of the assets of the
Company, each Convertible Subordinated Debt Security then outstanding would,
without the consent of any Holders of such Convertible Subordinated Debt
Security, become convertible only into the kind and amount of securities, cash
and other property receivable upon the consolidation, merger or transfer by a
holder of the number of shares of Common Stock into which such Convertible
Subordinated Debt Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares). (Section 1411)
Fractional shares of Common Stock are not to be issued upon conversion, but,
in lieu thereof, the Company will pay a cash adjustment based upon market
price (as determined by the Board of Directors). (Section 1403) Convertible
Subordinated Debt Securities surrendered for conversion during the period from
the close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date (except
Convertible Subordinated Debt Securities called for redemption on a Redemption
Date within such period) must be accompanied by payment of an amount equal to
the interest thereon which the registered Holder is to receive. If any
Convertible Subordinated Debt Security is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Convertible Subordinated Debt Security whose Maturity is prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion, and such interest (whether or not punctually paid or duly
provided for) shall be paid to the Person in whose name that Convertible
Subordinated Debt Security (or one or more Predecessor Securities) is
registered at the close of business on such Regular Record Date. Except where
Convertible Subordinated Debt Securities surrendered for conversion must be
accompanied by payment as described above, no interest on converted
Convertible Subordinated Debt Securities will be payable by the Company on any
Interest Payment Date subsequent to the date of conversion. No other payment
or adjustment for interest or dividends is to be made upon conversion.
(Sections 307 and 1402)
If at any time the Company makes a distribution of property to its
stockholders which would be taxable to such stockholders as a dividend for
Federal income tax purposes (e.g., distributions of evidences of indebtedness
or assets of the Company, but generally not stock dividends or rights to
subscribe for Common Stock) and, pursuant to the anti-dilution provisions of
the Convertible Subordinated Indenture, the conversion price of the
Convertible Subordinated Debt Securities is reduced, such reduction may be
deemed to be the payment of a taxable dividend to holders of Convertible
Subordinated Debt Securities.
DESCRIPTION OF PREFERRED STOCK
The following is a description of certain general terms and provisions of
the Preferred Stock to which any Prospectus Supplement may relate. The
particular terms of any series of Preferred Stock will be described in the
applicable Prospectus Supplement. If so indicated in a Prospectus Supplement,
the terms of any such series may differ from the terms set forth below.
Certain provisions applicable to the Preferred Stock are set forth below in
"Description of Common Stock."
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The summary of terms of the Company's Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Restated Certificate of
Incorporation and the certificate of designation relating to each series of
the Preferred Stock (the "Certificate of Designation"), which will be filed as
an exhibit to or incorporated by reference in the Registration Statement of
which this Prospectus is a part at or prior to the time of issuance of such
series of the Preferred Stock.
The Company's Restated Certificate of Incorporation authorizes the issuance
of 25,000,000 shares of preferred stock, par value $1.00 per share. No shares
of preferred stock are outstanding as of the date of this Prospectus, but the
Company has reserved for issuance 6,000,000 shares of its Junior Participating
Preferred Stock, Series D, issuable pursuant to the Company's shareholder
rights plan, a description of which has been incorporated by reference herein.
The Company's Preferred Stock may be issued from time to time in one or more
series, without shareholder approval, when authorized by the Board of
Directors. Subject to limitations prescribed by law, the Board of Directors is
authorized to determine the voting powers (if any), designation, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, for each series of
preferred stock that may be issued, and to fix the number of shares of each
such series. Thus, the Board of Directors, without shareholder approval, could
authorize the issuance of preferred stock with voting, conversion and other
rights that could adversely affect the voting power and other rights of
holders of Common Stock or other series of preferred stock or that could have
the effect of delaying, deferring or preventing a change in control of the
Company. For example, the Company could issue a class or classes of preferred
stock the provisions of which would not protect the holders thereof with
respect to redemption premiums in the event of certain mergers or other
changes of control or provide the holders thereof an opportunity to vote as a
class with respect to certain changes of control.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise described in a Prospectus
Supplement relating to a particular series of the Preferred Stock. The
applicable Prospectus Supplement will describe the following terms of the
series of Preferred Stock in respect of which this Prospectus is being
delivered: (1) the designations and stated value per share, if any, of such
Preferred Stock and the number of shares offered; (2) the amount of
liquidation preference per share; (3) the initial public offering price at
which such Preferred Stock will be issued; (4) the dividend rate (or method of
calculation), the dates on which dividends shall be payable and the dates from
which dividends shall commence to cumulate, if any; (5) any redemption or
sinking fund provisions; (6) any conversion or exchange rights; and (7) any
additional voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.
GENERAL
The Preferred Stock offered hereby will be issued in one or more series.
Shares of Preferred Stock, upon issuance against full payment of the purchase
price therefor, will be fully paid and nonassessable. Neither the par value
nor the liquidation preference is indicative of the price at which the
Preferred Stock will actually trade on or after the date of issuance. The
Prospectus Supplement will contain, if applicable, a description of certain
United States Federal income tax consequences relating to the purchase and
ownership of the series of Preferred Stock offered by such Prospectus
Supplement.
RANK
The Preferred Stock shall, with respect to dividend rights and rights upon
liquidation, winding up and dissolution of the Company, rank prior to the
Company's Common Stock and to all other classes and series of equity
securities of the Company now or hereafter authorized, issued or outstanding
(the Common Stock and such other classes and series of equity securities
collectively may be referred to
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herein as the "Junior Stock"), other than any classes or series of equity
securities of the Company ranking on a parity with (the "Parity Stock") or
senior to (the "Senior Stock") the Preferred Stock as to dividend rights and
rights upon liquidation, winding up or dissolution of the Company. The
Preferred Stock shall be junior to all outstanding debt of the Company. The
Preferred Stock shall be subject to creation of Senior Stock, Parity Stock and
Junior Stock to the extent not expressly prohibited by the Company's Restated
Certificate of Incorporation.
DIVIDENDS
Holders of shares of Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds of the Company legally
available for payment, cash dividends, payable at such dates and at such rates
per share per annum as described in the applicable Prospectus Supplement. Such
rate may be fixed or variable or both. Each declared dividend shall be payable
to holders of record as they appear at the close of business on the stock
books of the Company on such record dates, not more than 60 calendar days
preceding the payment dates therefor, as are determined by the Board of
Directors (each of such dates, a "Record Date").
Such dividends may be cumulative or noncumulative, as described in the
applicable Prospectus Supplement. If dividends on a series of Preferred Stock
are noncumulative and if the Board of Directors fails to declare a dividend in
respect of a dividend period with respect to such series, then holders of such
Preferred Stock will have no right to receive a dividend in respect of such
dividend period, and the Company will have no obligation to pay the dividend
for such period, whether or not dividends are declared payable on any future
dividend payment dates.
No full dividends shall be declared or paid or set apart for payment on
preferred stock of the Company of any series ranking, as to dividends, on a
parity with or junior to the series of Preferred Stock offered by the
applicable Prospectus Supplement for any period unless full dividends for the
immediately preceding dividend period on such Preferred Stock (including any
accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on such Preferred Stock are cumulative) have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment. When dividends are not so
paid in full (or a sum sufficient for such full payment is not so set apart)
upon such Preferred Stock and any other preferred stock of the Company ranking
on a parity as to dividends with the Preferred Stock, dividends upon shares of
such Preferred Stock and dividends on such other preferred stock shall be
declared pro rata so that the amount of dividends declared per share on such
Preferred Stock and such other preferred stock shall in all cases bear to each
other the same ratio that accrued dividends for the then-current dividend
period per share on the shares of such Preferred Stock (including any
accumulation in respect of unpaid dividends for prior dividend periods, if
dividends on such Preferred Stock are cumulative) and accrued dividends,
including required or permitted accumulations, if any, on shares of such other
preferred stock, bear to each other.
CONVERTIBILITY
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock of the Company or another series of Preferred Stock or other securities
of the Company will be set forth in the applicable Prospectus Supplement. See
"Description of Common Stock."
REDEMPTION
The terms, if any, on which shares of Preferred Stock of any series may be
redeemed will be set forth in the applicable Prospectus Supplement.
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LIQUIDATION
In the event of a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of a series of Preferred
Stock will be entitled, subject to the rights of creditors, but before any
distribution or payment to the holders of Common Stock or any other security
ranking junior to the Preferred Stock on liquidation, dissolution or winding
up of the Company, to receive an amount per share as set forth in the
applicable Prospectus Supplement plus accrued and unpaid dividends for the
then-current dividend period (including any accumulation in respect of unpaid
dividends for prior dividend periods, if dividends on such series of Preferred
Stock are cumulative). If the amounts available for distribution with respect
to the Preferred Stock and all other outstanding stock of the Company ranking
on a parity with the Preferred Stock upon liquidation are not sufficient to
satisfy the full liquidation rights of all the outstanding Preferred Stock and
stock ranking on a parity therewith, then the holders of each series of such
stock will share ratably in any such distribution of assets in proportion to
the full respective preferential amount (which in the case of preferred stock
may include accumulated dividends) to which they are entitled. After payment
of the full amount of the liquidation preference, the holders of shares of
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.
VOTING
The Preferred Stock of a series will not be entitled to vote, except as
described below or in the applicable Prospectus Supplement and as required by
applicable law. Without the affirmative vote of a majority of the shares of
Preferred Stock then outstanding (voting separately as a class together with
any Parity Stock), the Company may not (i) increase or decrease the aggregate
number of authorized shares of such class, (ii) increase or decrease the par
value of the shares of such class, or (iii) alter or change the powers,
preferences or special rights of the shares of such class so as to affect them
adversely.
NO OTHER RIGHTS
The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable Prospectus Supplement, the
Certificate of Incorporation and in the applicable Certificate of Designation
or as otherwise required by law.
TRANSFER AGENT AND REGISTRAR
The transfer agent for each series of Preferred Stock will be described in
the related Prospectus Supplement.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 200,000,000 shares of Common Stock, par
value $1.00 per share, of which 73,546,632 shares were issued and outstanding
at October 31, 1997. The Common Stock is listed on the New York, Pacific and
Philadelphia Stock Exchanges. The Company will use its best efforts to list on
the New York Stock Exchange any Common Stock to be offered by the Prospectus
Supplement attached hereto.
Holders of Common Stock are entitled to receive such dividends as the Board
of Directors of the Company may from time to time declare. Payment of
dividends on the Common Stock will at all times be subject to, among other
things, prior satisfaction of dividend and sinking fund requirements, if any,
of any series of preferred stock that may then be outstanding, and the
availability of funds to the Company, which in turn may be subject to fixed
payment obligations which the Company may incur in
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the future, and the ability of the Company's insurance subsidiaries to declare
and pay dividends under applicable insurance regulatory requirements. No
shares of preferred stock are outstanding as of the date of this Prospectus.
The Company's Board of Directors is divided into three classes, each elected
for a term of three years. Directors may be removed only for cause. Holders of
Common Stock have one vote per share and have no cumulative voting rights.
Subject to the rights of creditors and the liquidation preferences of holders
of preferred stock, the holders of Common Stock are entitled to share ratably
in the remaining assets of the Company in the event of its voluntary or
involuntary liquidation or dissolution. Holders of Common Stock have no
preemptive rights. All shares of Common Stock presently outstanding are, and
all such shares to be offered by the Prospectus Supplement attached hereto
will be, fully paid and nonassessable.
Under the Company's shareholder rights plan, a Preferred Stock Purchase
Right (a "Right") attaches to each outstanding share of Common Stock. The
Rights trade with the Common Stock until the Rights become exercisable. They
are exercisable only if a party acquires, or announces a tender offer to
acquire, 10% or more of the outstanding Common Stock, unless CIGNA's Board of
Directors approves the transaction. Each Right entitles the shareholder to
buy, for a $780 exercise price, 1/100 of a share of Junior Participating
Preferred Stock, Series D, having dividend and voting rights approximately
equal to one share of Common Stock. Upon the acquisition of 10% or more of the
outstanding Common Stock by an acquirer, all Rights holders except the
acquirer may, except under certain circumstances, purchase shares of Common
Stock worth twice the exercise price. If, after the acquisition of 10% or more
of the outstanding Common Stock, the Company is acquired in a merger or other
business combination transaction, Rights holders may purchase the acquirer's
shares at a similar discount. The Company may redeem the Rights for one cent
each at any time before an acquirer acquires 10% of its outstanding Common
Stock, and thereafter under certain circumstances.
Certain mergers and other business combinations must be approved by holders
of at least 80 percent of the outstanding Common Stock and any preferred stock
entitled to vote generally, voting together as a single class, except where
the transaction is approved by a majority of the Company's Board of Directors,
or certain minimum price criteria and procedural conditions are met as
specified in the Company's Restated Certificate of Incorporation. A similar 80
percent vote of the outstanding Common Stock and any preferred stock entitled
to vote generally, voting together as a single class, is required for the
Company's shareholders to amend, repeal or adopt any charter provision
inconsistent with such provisions or to adopt, amend or repeal the Company's
by-laws. Such provisions could inhibit a change of control in situations that
the Board of Directors determines are not adequate or in the best interests of
shareholders, or that do not meet specified fair price criteria and procedural
conditions. In some circumstances, some or all shareholders could be denied
the opportunity to realize a premium over the then-prevailing market price for
the shares.
The Transfer Agent and Registrar for the Common Stock is First Chicago Trust
Company of New York.
PLAN OF DISTRIBUTION
General. The Company may sell Securities to or through underwriters or
agents, directly to other purchasers, to both investors and dealers through a
specific bidding or auction process or otherwise, or through a combination of
any such methods of sale. If a bidding or auction process is used, it will be
described in the Prospectus Supplement.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
15
<PAGE>
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they
may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Underwriters, dealers and agents that participate in the
distribution of Securities may be deemed to be underwriters, and any discounts
or commissions received by them from the Company and any profit on the resale
of Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the "Act"). Any such
underwriter or agent will be identified, and any such compensation received
from the Company will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
Delayed Delivery Arrangements. If so indicated in the Prospectus Supplement,
the Company will authorize underwriters or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase
Securities from the Company pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but
in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to the
condition that the purchase of the Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
VALIDITY OF SECURITIES
Unless otherwise indicated in a Prospectus Supplement, the validity of the
Securities offered hereby will be passed upon for the Company by Thomas J.
Wagner, Executive Vice President and General Counsel of CIGNA Corporation, and
for the underwriters or agents by Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004. As of November 21, 1997, Mr. Wagner was the beneficial
owner of 35,948 shares of Common Stock and held options to acquire 20,802
shares, which are exercisable within 60 days.
EXPERTS
The consolidated financial statements and financial statement schedules of
CIGNA Corporation as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996 incorporated herein by reference
to the Annual Report on Form 10-K of the Company for the year ended December
31, 1996 have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following (except for filing fees) are the estimated expenses to be
incurred by the Company in connection with the offering described in this
Registration Statement.
<TABLE>
<S> <C>
Filing fee for Registration Statement................................. $242,424
Fees and expenses of Trustee.......................................... 50,000
Rating agency fees.................................................... 210,000
Blue sky filing fees and expenses..................................... 5,000
Accounting fees and expenses.......................................... 90,000
Printing and engraving expenses....................................... 150,000
Miscellaneous expenses................................................ 2,576
--------
Total............................................................. $750,000
--------
--------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware Corporation Law, the Company is empowered
to indemnify its directors and officers in the circumstances therein provided.
Under Article VI of its By-Laws, the Company will indemnify any director or
officer of the Company, as well as any other persons who serve as directors or
officers of any other entity at the request of the Company, to the extent that
such persons' defense to any claim against them in such capacity is successful
or to the extent that they are determined to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of a criminal proceeding, as to
which such person had no reasonable cause to believe that such conduct was
unlawful. Article VI will not provide indemnification to a director or officer
who has been adjudged to be liable to the Company, unless a competent court
shall determine that such indemnification is proper.
The Company is insured against liabilities which it may incur by reason of
Article VI of its By-Laws. In addition, directors and officers are insured, at
the Company's expense, against some liabilities which might arise out of their
employment and not be subject to indemnification under the By-Laws.
ITEM 16. EXHIBITS
The documents listed hereunder are filed as exhibits hereto.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
1.1 Form of Distribution Agreement Filed as Exhibit 1.1 to the Company's
for Senior Debt Securities Registration Statement No. 33-39269
and incorporated herein by reference.
1.2 Form of Underwriting Agreement Filed herewith.
for Senior Debt Securities
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
1.3 Form of Underwriting Agreement Filed herewith.
for Convertible Subordinated
Debt Securities
4.1 Form of Senior Indenture Filed as Exhibit 4.1 to the Company's
between the Company and Marine Registration Statement No. 33-65396
Midland Bank, N.A., as Senior and incorporated herein by reference.
Trustee, including form of
Senior Debt Securities
4.2 Form of Convertible Filed as Exhibit 4.2 to the Company's
Subordinated Indenture between Registration Statement No. 33-65396
the Company and Marine Midland and incorporated herein by reference.
Bank, N.A., as Convertible
Subordinated Trustee,
including form of Convertible
Subordinated Debt Securities
4.3 Restated Certificate of Filed as Exhibit 3 to the Company's
Incorporation of the Company Form 10-Q for the quarter ended
as last amended August 4, 1997 September 30, 1997 and incorporated
herein by reference.
4.4 By-Laws of the Company as last Filed as Exhibit 3.2 to the Company's
amended and restated January Form 10-K for the year ended
22, 1997 December 31, 1996 and incorporated
herein by reference.
4.5 Form of Common Stock Filed as Exhibit 4.5 to the Company's
Certificate Registration Statement No. 33-47235
and incorporated herein by reference.
4.6 Description of Preferred Stock Filed as Item 1 and Exhibit 1 to the
Purchase Rights, including the Company's Form 8-A Registration
Rights Agreement dated as of Statement dated July 23, 1997, and
July 23, 1997 between CIGNA incorporated herein by reference.
Corporation and First Chicago
Trust Company of New York
5 Opinion of Counsel as to Filed herewith.
legality
12.1 Computation of Ratio of Filed as Exhibit 12 to the Company's
Earnings to Fixed Charges as Form 10-K for the year ended
of December 31, 1996, 1995, December 31, 1996 and incorporated
1994, 1993 and 1992 herein by reference.
12.2 Computation of Ratio of Filed as Exhibit 12 to the Company's
Earnings to Fixed Charges as Form 10-Q for the quarter ended
of September 30, 1997 September 30, 1997 and incorporated
herein by reference.
23.1 Consent of Price Waterhouse
LLP Filed herewith.
23.2 Consent of Counsel Included in Exhibit 5.
24.1 Powers of Attorney Filed herewith.
24.2 Certified Resolutions Filed herewith.
25.1 Form T-1 Statement of Filed as Exhibit 25.1 to the Company's
Eligibility and Qualification Registration Statement No. 33-65396
under the Trust Indenture Act and incorporated herein by reference.
of 1939 of the Senior Trustee
25.2 Form T-1 Statement of Filed as Exhibit 25.2 to the Company's
Eligibility and Qualification Registration Statement No. 33-65396
under the Trust Indenture Act and incorporated herein by reference.
of 1939 of the Convertible
Subordinated Trustee
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, WHO ALSO SIGNED THIS REGISTRATION STATEMENT IN THE CAPACITIES
INDICATED, IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA ON THE
25TH DAY OF NOVEMBER, 1997.
CIGNA Corporation
* Wilson H. Taylor
By ___________________________________
WILSON H. TAYLOR
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
AND A DIRECTOR
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
Principal Financial Officer: Principal Accounting Officer:
/s/ James G. Stewart 11/25/97 /s/ Gary A. Swords 11/25/97
- ------------------------------------ ------------------------------------
JAMES G. STEWART DATE GARY A. SWORDS DATE
EXECUTIVE VICE PRESIDENT VICE PRESIDENT AND
AND CHIEF FINANCIAL OFFICER CHIEF ACCOUNTING OFFICER
Directors:
* Robert P. Bauman * Paul F. Oreffice
- ------------------------------------ ------------------------------------
ROBERT P. BAUMAN PAUL F. OREFFICE
* Robert H. Campbell * Charles R. Shoemate
- ------------------------------------ ------------------------------------
ROBERT H. CAMPBELL CHARLES R. SHOEMATE
* Alfred C. DeCrane, Jr. * Louis W. Sullivan, M.D.
- ------------------------------------ ------------------------------------
ALFRED C. DECRANE, JR. LOUIS W. SULLIVAN, M.D.
* Bernard M. Fox * Harold A. Wagner
- ------------------------------------ ------------------------------------
BERNARD M. FOX HAROLD A. WAGNER
* Marilyn W. Lewis * Carol Cox Wait
- ------------------------------------ ------------------------------------
MARILYN W. LEWIS CAROL COX WAIT
/s/ Thomas J. Wagner 11/25/97
*By ________________________________
THOMAS J. WAGNER DATE
ATTORNEY IN FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
1.1 Form of Distribution Agreement for Filed as Exhibit 1.1 to the
Senior Debt Securities Company's Registration Statement
No. 33-39269 and incorporated
herein by reference.
1.2 Form of Underwriting Agreement for Filed herewith.
Senior Debt Securities
1.3 Form of Underwriting Agreement for Filed herewith.
Convertible Subordinated Debt
Securities
4.1 Form of Senior Indenture between Filed as Exhibit 4.1 to the
the Company and Marine Midland Company's Registration Statement
Bank, N.A., as Senior Trustee, No. 33-65396 and incorporated
including form of Senior Debt herein by reference.
Securities
4.2 Form of Convertible Subordinated Filed as Exhibit 4.2 to the
Indenture between the Company and Company's Registration Statement
Marine Midland Bank, N.A., as No. 33-65396 and incorporated
Convertible Subordinated Trustee, herein by reference.
including form of Convertible
Subordinated Debt Securities
4.3 Restated Certificate of Filed as Exhibit 3 to the
Incorporation of the Company as Company's Form 10-Q for the
last amended August 4, 1997 quarter ended September 30, 1997
and incorporated herein by
reference.
4.4 By-Laws of the Company as last Filed as Exhibit 3.2 to the
amended and restated January 22, Company's Form 10-K for the year
1997 ended December 31, 1996 and
incorporated herein by reference.
4.5 Form of Common Stock Certificate Filed as Exhibit 4.5 to the
Company's Registration Statement
No. 33-47235 and incorporated
herein by reference.
4.6 Description of Preferred Stock Filed as Item 1 and Exhibit 1 to
Purchase Rights, including the the Company's Form 8-A
Rights Agreement dated as of July Registration Statement dated July
23, 1997 between CIGNA Corporation 23, 1997, and incorporated herein
and First Chicago Trust Company of by reference.
New York
5 Opinion of Counsel as to legality Filed herewith.
12.1 Computation of Ratio of Earnings to Filed as Exhibit 12 to the
Fixed Charges as of December 31, Company's Form 10-K for the year
1996, 1995, 1994, 1993 and 1992 ended December 31, 1996 and
incorporated herein by reference.
12.2 Computation of Ratio of Earnings to Filed as Exhibit 12 to the
Fixed Charges as of September 30, Company's Form 10-Q for the
1997 quarter ended September 30, 1997
and incorporated herein by
reference.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<C> <S> <C>
23.1 Consent of Price Waterhouse LLP Filed herewith.
23.2 Consent of Counsel Included in Exhibit 5.
24.1 Powers of Attorney Filed herewith.
24.2 Certified Resolutions Filed herewith.
25.1 Form T-1 Statement of Eligibility Filed as Exhibit 25.1 to the
and Qualification under the Trust Company's Registration Statement
Indenture Act of 1939 of the Senior No. 33-65396 and incorporated
Trustee herein by reference.
25.2 Form T-1 Statement of Eligibility Filed as Exhibit 25.2 to the
and Qualification under the Trust Company's Registration Statement
Indenture Act of 1939 of the No. 33-65396 and incorporated
Convertible Subordinated Trustee herein by reference
</TABLE>
<PAGE>
Exhibit 1.2
CIGNA Corporation
Debt Securities
Underwriting Agreement
----------------------
[Date]
To the Representatives of the
several Underwriters named in
the respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time CIGNA Corporation (the "Company") proposes to enter into
one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex
I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein), certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities"), less the
principal amount of Designated Securities covered by delayed delivery contracts
("Delayed Delivery Contracts"), if any, as provided in Section 3 hereof and as
may be specified in Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, any Designated Securities to be covered by Delayed Delivery
Contracts being herein sometimes referred to as "Contract Securities" and the
Designated Securities to be purchased by the Underwriters (after giving effect
to the deduction, if any, for Contract Securities) being herein sometimes
referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated Securities
shall be specified in the Pricing Agreement relating thereto and in or pursuant
to the indenture (the "Indenture") identified in such Pricing Agreement.
1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase any of the Securities. The obligation of
the Company to issue and sell any of the Securities and the obligation of any of
the Underwriters to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities
<PAGE>
specified therein. Each Pricing Agreement shall specify the aggregate principal
amount of such Designated Securities, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters, the principal amount of such
Designated Securities to be purchased by each Underwriter and whether any of
such Designated Securities shall be covered by Delayed Delivery Contracts and
the commission payable to the Underwriters with respect thereto and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement (the "Initial Registration Statement") in
respect of the Securities has been filed with the Securities and Exchange
Commission (the "Commission") in the form heretofore delivered or to be
delivered to the Representatives and, excluding exhibits to the Initial
Registration Statement but including all documents incorporated by reference in
the prospectus contained therein, to the Representatives for each of the other
Underwriters and the Initial Registration Statement in such form has been
declared effective by the Commission and no stop order suspending the
effectiveness of the Initial Registration Statement has been issued and no
proceeding for that purpose has been initiated or threatened by the Commission
(any preliminary prospectus included in such registration statement being
hereinafter called a "Preliminary Prospectus"; the various parts of the Initial
Registration Statement, including all exhibits thereto but excluding Form T-1,
each as amended at the time such part became effective, and any registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933 (the
"Rule 462(b) Registration Statement"), if any, being hereinafter collectively
called the "Registration Statement"; the prospectus relating to the Securities,
in the form in which it has most recently been filed with the Commission on or
prior to the date of this Agreement, being hereinafter called the "Prospectus";
any reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to the applicable form under the Securities Act of 1933, as amended
(the "Act"), as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated therein by reference; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to the Prospectus
as amended or supplemented in relation to the applicable Designated Securities
in the form in which it is first filed with the Commission pursuant to Rule 424
under the Act, including any documents incorporated by reference therein as of
the date of such filing or mailing);
-2-
<PAGE>
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and, when read together with the other information included or
incorporated by reference in the Prospectus, none of such documents contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and any further documents so filed and incorporated by reference in the
Prospectus, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date in the
case of the Registration Statement and any amendment thereto and as of the
applicable filing date in the case of the Prospectus and any supplement thereto,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities;
(d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree which
loss or interference is material and adverse to the Company and its subsidiaries
considered as a whole, otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or contemplated
in the Prospectus;
(e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, (1) so as to require such qualification and (2) where
the failure so to qualify would have a material
-3-
<PAGE>
adverse effect upon the business of the Company and its subsidiaries considered
as a whole; and each of Insurance Company of North America, Connecticut General
Life Insurance Company and CIGNA Property and Casualty Insurance Company
(together, the "Principal Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; and each Principal Subsidiary has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, (1) so as to require such
qualification and (2) where the failure so to qualify would have a material
adverse effect upon the business of the Company and its subsidiaries considered
as a whole;
(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all the issued shares of capital stock of the Company have been
duly and validly authorized and issued and are fully paid and non-assessable;
and all of the issued shares of capital stock of each Principal Subsidiary have
been duly and validly authorized and issued, are fully paid and non-assessable
and (except for directors' qualifying shares) are owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities, claims or
restrictions (except for restrictions on transfers contained in debt instruments
or provided under the insurance or insurance holding company laws or
regulations);
(g) The Securities have been duly authorized, and, when Designated
Securities are executed and authenticated pursuant to the Indenture and issued
and delivered against payment therefor pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities and, in the case of
any Contract Securities, pursuant to Delayed Delivery Contracts with respect to
such Contract Securities, such Designated Securities will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; the
Indenture has been duly authorized and qualified under the Trust Indenture Act
and constitutes a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and the Indenture conforms and the Designated Securities will
conform to the descriptions thereof in the Prospectus as amended or
supplemented;
(h) In the event any of the Securities are purchased pursuant to Delayed
Delivery Contracts, each of such Delayed Delivery Contracts has been duly
authorized by the Company and, when executed and delivered by the Company and
the purchaser named therein, will constitute a valid and legally binding
agreement of the Company enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and any Delayed Delivery
Contracts will conform to the description thereof in the Prospectus;
(i) The issue and sale of the Securities by the Company, the compliance by
the Company with all of the provisions of the Securities, the Indenture, each of
the Delayed Delivery Contracts, if any, this Agreement and any Pricing
Agreement, and the consummation by the Company of the
-4-
<PAGE>
transactions herein and therein contemplated will not result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
(i) any statute (except that no representation is made with respect to state
securities laws, including similar insurance securities laws governing
solicitation, notification to regulators or qualification of securities for sale
(together, "State Securities" laws), or Blue Sky laws), (ii) any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound, (iii) any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or any
of its subsidiaries or any of their properties (except that no representation is
made with respect to State Securities or Blue Sky laws), or (iv) the Company's
Certificate of Incorporation, as amended, or By-Laws, which, in the case of
subclauses (i)-(iii), would have a material adverse effect upon the business of
the Company and its subsidiaries considered as a whole; and no consent,
approval, authorization or order of or with any such court or governmental
agency or body is required for the issue and sale of the Securities or the
consummation by the Company of the other transactions contemplated by this
Agreement or any Pricing Agreement or the Indenture or any Delayed Delivery
Contract, except such as have been, or will have been prior to the Time of
Delivery, obtained under the Act, the Exchange Act or the Trust Indenture Act
and such as may be required under State Securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Underwriters;
(j) The Principal Subsidiaries which are engaged in the insurance business
are, in all respects material to the Company and its subsidiaries considered as
a whole, in compliance with, and conduct, in all respects material to the
Company and its subsidiaries considered as a whole, their respective businesses
in conformity with, all applicable state insurance laws and regulations; the
Company's subsidiaries which are engaged in providing other financial services
are, in all respects material to the Company and its subsidiaries considered as
a whole, in compliance with, and conduct, in all respects material to the
Company and its subsidiaries considered as a whole, their respective businesses
in conformity with, all applicable federal and state securities laws and
regulations (including the Investment Company Act of 1940 and the Investment
Advisers Act of 1940); and, except as set forth in the Prospectus and to the
best knowledge of the Company, no change in any of such insurance or securities
laws or regulations is pending which, if made effective, would have a material
adverse effect upon the operations of the Company and its subsidiaries
considered as a whole;
(k) Other than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, individually or in the aggregate, are
expected to have a material adverse effect (net of loss reserves established
therefor and giving effect to reinsurance, other than reinsurance deemed
unrecoverable by the Company) on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries considered as a whole;
and, to the best of the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others; and
(l) Price Waterhouse, who have certified certain financial statements of
the Company and its subsidiaries, are independent public accountants as required
by the Act and the rules and regulations of the Commission thereunder.
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3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
the Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
The Company may specify in Schedule II to the Pricing Agreement applicable
to any Designated Securities that the Underwriters are authorized to solicit
offers to purchase Designated Securities from the Company pursuant to Delayed
Delivery Contracts, substantially in the form of Annex III attached hereto but
with such changes therein as the Representatives and the Company may authorize
or approve. If so specified, the Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to the
Representatives, for the accounts of the Underwriters, at the Time of Delivery,
such commission, if any, as may be set forth in such Pricing Agreement. Delayed
Delivery Contracts, if any, are to be with investors of the types described in
the Prospectus and subject to other conditions therein set forth. The
Underwriters will not have any responsibility in respect of the validity or
performance of any Delayed Delivery Contracts.
The principal amount of Contract Securities to be deducted from the
principal amount of Designated Securities to be purchased by each Underwriter as
set forth in Schedule I to the Pricing Agreement applicable to such Designated
Securities shall be, in each case, the principal amount of Contract Securities
which the Company has been advised by the Representatives have been attributed
to such Underwriter, provided that, if the Company has not been so advised, the
amount of Contract Securities to be so deducted shall be, in each case, that
proportion of Contract Securities which the principal amount of Designated
Securities to be purchased by such Underwriter under such Pricing Agreement
bears to the total principal amount of the Designated Securities (rounded as the
Representatives may determine). The total principal amount of Underwriters'
Securities to be purchased by all the Underwriters pursuant to such Pricing
Agreement shall be the total principal amount of Designated Securities set forth
in Schedule I to such Pricing Agreement less the principal amount of the
Contract Securities. The Company will deliver to the Representatives not later
than 3:30 p.m., New York time, on the third business day preceding the Time of
Delivery specified in the applicable Pricing Agreement (or such other time and
date as the Representatives and the Company may agree upon in writing) a written
notice setting forth the principal amount of Contract Securities.
4. Underwriters' Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company or by wire
transfer to a bank account specified by the Company, in the funds specified in
such Pricing Agreement, all at the place and time and date specified in such
Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Securities.
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<PAGE>
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a check payable to the order of the party designated in the
Pricing Agreement relating to such Securities in the amount of any compensation
payable by the Company to the Underwriters in respect of any Delayed Delivery
Contracts as provided in Section 3 hereof and in the Pricing Agreement relating
to such Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) Except as otherwise required by law, to make no further amendment or
any supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such Securities
and prior to the Time of Delivery for such Securities which shall be reasonably
disapproved by the Representatives for such Securities promptly after reasonable
notice thereof; to advise the Representatives promptly of any such amendment or
supplement after such Time of Delivery and furnish the Representatives with
copies thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of such Securities, and during such same period to advise the Representatives,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or become effective or any supplement to
the Prospectus or any amended Prospectus has been filed or mailed for filing
with the Commission, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of such Securities for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information relating to the Registration Statement or the offering of
the Securities; and, in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any prospectus relating to
the Securities or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Securities for offering and sale under
the State Securities and Blue Sky laws of such jurisdictions as the
Representatives may reasonably request and to comply with such laws so as to
permit the continuance of sales and dealing therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to file a general consent to
service of process in any jurisdiction;
(c) Prior to 12:00 Noon, New York City time, on the New York Business Day
next succeeding the date of each Pricing Agreement and from time to time, to
furnish the Underwriter with copies of the Prospectus in New York City as
amended or supplemented in such quantities as the Representatives may reasonably
request; provided, however, that if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Securities and if at
such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material
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<PAGE>
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus was delivered, not
misleading, or, if for any other reason it shall be necessary during such same
time period to amend or supplement the Prospectus or to file under the Exchange
Act any document (other than quarterly reports on Form 10-Q or annual reports on
Form 10-K or 11-K) incorporated by reference in the Prospectus in order to
comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as the Representatives may from time to time reasonably request of
an amended Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; provided that in case any
Underwriter is required to deliver a prospectus in connection with sales of
Designated Securities at any time nine months or more after the Time of Delivery
with respect to such Designated Securities, upon the request of the
Representatives but at the expense of such Underwriter, the Company agrees to
prepare and deliver to such Underwriter as many copies as the Representatives
may request of an amended or supplemented Prospectus complying with Section 10
of the Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement, an earning statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission thereunder (including at the
option of the Company Rule 158);
(e) During the period beginning from the date of the Pricing Agreement for
such Designated Securities and continuing to and including the earlier of (i)
the termination of trading restrictions for such Designated Securities, as
notified to the Company by the Representatives and (ii) the Time of Delivery for
such Designated Securities, not to offer, sell, contract to sell or otherwise
dispose of any debt securities of the Company which mature more than one year
after such Time of Delivery and which are substantially similar to such
Designated Securities, without the prior written consent of the Representatives;
and
(f) If the Company elects to rely upon Rule 462(b), the Company shall file
a Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 P.M., Washington, D.C. time, on the date of each Pricing
Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and (except as
otherwise provided in Section 5(c) hereof) amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any indenture, any Delayed
Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities; (iii) all expenses in connection with the qualification of the
Securities for offering and sale under state
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<PAGE>
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment
Memoranda; (iv) any fees charged by securities rating services for rating the
Securities; (v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with the Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed Delivery
Contracts which are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Securities by them, and any advertising expenses connected with any
offers they may make.
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in such Pricing Agreement are, at and as of the Time
of Delivery for such Designated Securities, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to
be performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission relating to the Registration Statement or the offering
of the Securities shall have been complied with to the
Representatives' reasonable satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, or other
counsel satisfactory to the Representatives, shall have furnished to
the Representatives such opinion or opinions, dated such Time of
Delivery for such Designated Securities, with respect to the
incorporation of the Company, the validity of the Indenture, the
Designated Securities, the Delayed Delivery Contracts, if any, the
Registration Statement, the Prospectus as amended or supplemented and
other related matters as the Representatives may reasonably request,
and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;
(c) Thomas J. Wagner, Esq., Executive Vice President and General
Counsel of the Company, or other counsel satisfactory to the
Representatives, shall have furnished to the Representatives his
written opinion, dated such Time of Delivery for such Designated
Securities, in form and substance satisfactory to the Representatives,
to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus as amended or
supplemented, to the extent owned or conducted by the Company itself
rather than by subsidiaries of the Company;
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<PAGE>
(ii) The Company has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws of
each jurisdiction other than its jurisdiction of incorporation in which it
owns or leases properties, or conducts any business, (1) so as to require
such qualification and (2) where the failure so to qualify would have a
material adverse effect upon the business of the Company and its
subsidiaries considered as a whole (such counsel being entitled to rely in
respect of the opinion in this clause upon opinions of local counsel,
provided that such counsel shall state that he believes that both you and
he are justified in relying upon such opinions, and in respect of matters
of fact upon certificates of officers of the Company);
(iii) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented; all of the issued shares of
capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable;
(iv) Each Principal Subsidiary of the Company is validly existing as
a corporation in good standing under the laws of its jurisdiction of
incorporation and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, (1) so as to require such qualification and (2) where the failure
so to qualify would have a material adverse effect upon the business of the
Company and its subsidiaries considered as a whole (such counsel being
entitled to rely in respect of the opinion in this clause upon opinions of
local counsel, provided that such counsel shall state that he believes that
both you and he are justified in relying upon such opinions, and in respect
of matters of fact upon certificates of officers of the Company or the
Principal Subsidiaries);
(v) All of the issued shares of capital stock of each Principal
Subsidiary are owned of record directly or indirectly by the Company; free
and clear of all liens, encumbrances, equities, claims or restrictions
known to counsel (except for restrictions on transfers contained in debt
instruments or provided under insurance or insurance holding company laws
or regulations);
(vi) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered by
the Company;
(vii) In the event any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each of such Delayed
Delivery Contracts has been duly authorized, executed and delivered by the
Company and, assuming such Contract has been duly executed and delivered by
the purchaser named therein, constitutes a valid and legally binding
agreement of the Company enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and any Delayed Delivery Contracts conform to the description
thereof in the Prospectus as amended or supplemented;
(viii) The Designated Securities have been duly authorized; the
Underwriters' Securities have been duly authorized, and when duly executed,
authenticated, issued and
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<PAGE>
delivered pursuant to the terms hereof and of the Indenture against payment
therefor as contemplated herein, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture, and the Contract Securities, if any, when executed,
authenticated, issued and delivered pursuant to the Indenture and Delayed
Delivery Contracts, if any, against payment therefor as contemplated
therein, will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; and the Designated Securities and the Indenture conform to the
descriptions thereof in the Prospectus as amended or supplemented;
(ix) The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and legally binding instrument of the
Company, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditor's rights and to general equity
principles; and the Indenture has been duly qualified under the Trust
Indenture Act;
(x) To the best of such counsel's knowledge there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject, other than as set forth or contemplated in
the Prospectus and other than proceedings which individually and in the
aggregate are not expected to be material to the Company and its
subsidiaries considered as a whole, after taking into account loss reserves
established therefor and the effects of reinsurance (other than reinsurance
deemed unrecoverable by the Company); and to the best of such counsel's
knowledge no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(xi) The issue and sale of the Designated Securities by the Company,
its compliance with all of the provisions of the Designated Securities, the
Indenture, each Delayed Delivery Contract, if any, this Agreement and the
Pricing Agreement with respect to the Designated Securities and its
consummation of the transactions herein and therein contemplated will not
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, (i) any insurance or insurance holding company
laws or regulations (other than State Securities or Blue Sky laws or
regulations, as to which such counsel need express no opinion), (ii) any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
is bound, (iii) any order, rule or regulation known to such counsel (other
than as aforesaid) of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties, or (iv) the Company's Certificate of Incorporation, as amended,
or By-Laws, which, in the case of subclauses (i)-(iii), would have a
material adverse effect upon the business of the Company and its
subsidiaries considered as a whole;
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<PAGE>
(xii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the issue and sale of the
Designated Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, such Pricing Agreement, the
Indenture or any such Delayed Delivery Contract, except such as have been
obtained under the Act, the Exchange Act and the Trust Indenture Act and
such as may be required under State Securities or Blue Sky laws in
connection with the purchase and distribution of the Designated Securities
by the Underwriters (as to which such counsel need express no opinion);
(xiii) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by the
Company prior to the Time of Delivery for the Designated Securities (except
the financial statements and schedules and other financial and statistical
data contained therein and the documents incorporated by reference therein,
as to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the Trust Indenture
Act and the applicable rules and regulations of the Commission thereunder;
and such counsel's examination of the Registration Statement and Prospectus
as amended or supplemented did not disclose to them any information which
gives him reason to believe that the Registration Statement (except the
financial statements and schedules and other financial and statistical data
contained therein, as to which such counsel need express no opinion), at
the time the Registration Statement became effective, contained an untrue
statement of material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus as amended or supplemented (except as
aforesaid), on its date and at the Time of Delivery, contained an untrue
statement of a material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading , provided such counsel may
state that in passing upon the form of the Registration Statement and the
Prospectus, he is not passing upon, and does not assume responsibility for,
the correctness and completeness of the statements made therein by the
Company, except insofar as such statements are contained under the heading
"Description of Debt Securities";
(xiv) The documents incorporated by reference in the Prospectus as
amended or supplemented (except the financial statements and related
schedules and other financial and statistical data contained therein, as to
which such counsel need express no opinion), when they were filed with the
Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder; and such counsel has no reason to believe that any
of such documents, when they were so filed, contained an untrue statement
of a material fact or omitted to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under
which they are made when such documents were so filed, not misleading; and
(xv) Such counsel does not know of any contracts or other documents of
a character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the Prospectus
as amended or supplemented or required to
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<PAGE>
be described in the Registration Statement or the Prospectus as amended or
supplemented which are not filed or incorporated by reference or described
as required;
(d) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities,
Price Waterhouse, the independent certified public accountants of the
Company who have certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the Registration
Statement, shall have furnished to the Representatives a letter, dated the
effective date of the Registration Statement or the date of the most recent
report filed by the Company with the Commission containing financial
statements and incorporated by reference in the Registration Statement, if
the date of such report is later than such effective date, and a letter
dated such Time of Delivery, respectively, each in form and substance
satisfactory to the Representatives, to the effect set forth in Annex II
hereto and, with respect to such letter dated such Time of Delivery, as to
such other matters as the Representatives may reasonably request;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented, and (ii) since the respective dates as of which information
is given in the Prospectus as amended or supplemented there shall not have
been any change in the capital stock or long-term debt of the Company or
any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries otherwise, in any such case described in
Clause (i) or (ii), than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which, in any such case described in
Clause (i) or (ii), is in the judgment of the Representatives so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus as amended or
supplemented;
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act; and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities or the Company's financial strength or claims paying
ability;
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities
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<PAGE>
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in the
case of Clause (iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Underwriters' Securities on the terms and in the manner
contemplated in the Prospectus as amended or supplemented;
(h) The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the Designated Securities
its certificates satisfactory to the Representatives, executed on its
behalf by officers of the Company satisfactory to you, as to the accuracy
of the representations and warranties of the Company herein at and as of
such Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of Delivery,
as to the matters set forth in subsections (a) and (e) of this Section, and
as to such other matters as the Representatives may reasonably request; and
(i) The Company shall have complied with the provisions of Section
5(c) hereof with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of each Pricing Agreement.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement or
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use therein;
and provided, further, that the Company shall not be liable to any Underwriter
under the indemnity agreement in this subsection (a) with respect to any
Preliminary Prospectus to the extent that such loss, claim, damage or liability
of such Underwriter results from the fact that such Underwriter sold Securities
to a person to whom there was not sent or given, at or prior to written
confirmation of such sale, a copy of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) if the Company had
previously furnished copies thereof to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or
-14-
<PAGE>
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate under applicable standards of
professional conduct due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees and expenses of more than one separate counsel for all
such indemnified parties. Such counsel shall be designated in writing by the
Representatives in the case of parties indemnified pursuant to subsection (a)
above and by the Company in the case of parties indemnified pursuant to
subsection (b) above. The indemnifying party shall not be liable for any
settlement of any such action, suit or proceeding effected without its written
consent, which consent shall not be unreasonably withheld.
(d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect not only (i) the relative benefits
received by the Company on the one hand
-15-
<PAGE>
and the Underwriters of the Designated Securities on the other from the offering
of the Designated Securities to which such loss, claim, damage or liability (or
other action in respect thereof) relates but also (ii) the relative fault of the
Company on the one hand and the Underwriters of the Designated Securities on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one-hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters of the Designated
Securities. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Designated Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase at a Time of Delivery
under the Pricing Agreement relating to such Securities, the Representatives may
in their discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Underwriters' Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Underwriters' Securities on such terms. In the event that,
-16-
<PAGE>
within the respective prescribed period, the Representatives notify the Company
that they have so arranged for the purchase of such Underwriters' Securities, or
the Company notifies the Representatives that it has so arranged for the
purchase of such Underwriters' Securities, the Representatives or the Company
shall have the right to postpone the Time of Delivery for such Underwriters'
Securities for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus which in the opinion
of the Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement and the Pricing Agreement with respect to such Designated
Securities shall include any person substituted under this Section with like
effect as if such person had originally been a party to such Pricing Agreement.
(b) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Underwriters' Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Underwriters'
Securities which such Underwriter agreed to purchase under the pricing agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Underwriters' Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Underwriters' Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Underwriters' Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof, but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
-17-
<PAGE>
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof, but, if for any other reason
Underwriters' Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, except as provided in Sections 6 and 8
hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent by
overnight or registered mail or facsimile to the address or facsimile number of
the Representatives as set forth in the Pricing Agreement; and if to the Company
shall be sufficient in all respects if delivered or sent by overnight or
registered mail or facsimile to the address or facsimile number of the Company
set forth in the Registration Statement, Attention: Corporate Secretary;
provided, however, that any notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by overnight or registered mail or facsimile
to such Underwriter at its address or facsimile number set forth in its
Underwriters' Questionnaire, or facsimile constituting such Questionnaire, which
address or facsimile number will be supplied to the Company by the
Representatives upon request.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
16. This Agreement (including the documents referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to subject
matter hereof.
-18-
<PAGE>
17. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
Very truly yours,
CIGNA Corporation
By:...................................
Name:
Title:
-19-
<PAGE>
ANNEX I
Pricing Agreement
-----------------
[Name of Representatives,]
[Name of Co-Representative(s),]
As representatives of the several
Underwriters named in Schedule I hereto.
[c/o Representatives,]
[Address of Representatives].
, 19
---------------------- ----
Dear Sirs:
CIGNA Corporation (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated
_______________________, 19____ (the "Underwriting Agreement"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty in Section 2 of the Underwriting Agreement which
makes reference to the Prospectus shall be deemed to be a representation and
warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of this
Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth in Schedule
II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified in
such Schedule II.
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters may be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
CIGNA Corporation
By:
-------------------------
Accepted as of the date hereof:
- ---------------------------------
(Name of Representative Partnership)
[Name of Representative Corporation]
By:
------------------------------
(Title)
- ---------------------------------
(Name of Co-Representative Partnership)
[Name of Co-Representative Corporation]
By:
------------------------------
(Title)
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Designated Securities
Underwriter to be Purchased
----------- ---------------------
<S> <C>
[Name of Representatives]...................... $
[Name (s) of any Co-Representatives]...........
[Name (s) of other Underwriters]...............
---------------------
Total..................................... $
=====================
</TABLE>
<PAGE>
SCHEDULE II
Title of Designated Securities:
[______ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
Aggregate Principal Amount:
$___________________________________
Price to Public:
______ % of the principal amount of the Designated Securities, plus
accrued interest from ________________ to _________________ [and accrued
amortization, if any, from ________________ to _________________]
Purchase Price by Underwriters:
______ % of the principal amount of the Designated Securities, plus
accrued interest from ______________ to ______________ [and accrued
amortization, if any, from _______________ to _____________]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check or checks, payable to the order of the
Company in [New York] Clearing House funds]
[By wire transfer to a bank account specified by the Company in next day
funds]
Indenture:
Indenture, dated as of [January 1, 1994], between the Company and [Marine
Midland Bank] as Trustee
Time of Delivery:
[Time and date], 19___
Closing Location:
Names and Addresses of Representatives:
<PAGE>
Designated Representatives:
Address for Notices, etc.:
Securities Exchange:
[Securities to be listed on the [New York] Stock Exchange]
Delayed Delivery:
[None] [Underwriters' commission shall be ____% of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been entered
into. Such commission shall be payable to the order of
____________________________.]
Maturity:
Interest Rate:
[___%] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the amount of
$__________ or an integral multiple thereof, ]
[on or after __________,_______ at the following redemption prices
(expressed in percentages of principal amount). If [redeemed on or before
_____________,_____ %, and if] redeemed during the 12-month period
beginning ,
Year Redemption Price
---- ----------------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
<PAGE>
[on any interest payment date falling on or after __________, ______, at
the election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $__________ principal amount of Designated Securities on _____________ in
each of the years _________ through ________ at 100% of their principal amount
plus accrued interest] [, together with [cumulative] [non-cumulative]
redemptions at the option of the Company to retire an additional $ _________
principal amount of Designated Securities in the years ______________ through
________ at 100% of their principal amount plus accrued interest.]
[If Securities are Extendable Debt Securities, insert--
Extendable Provisions:
Securities are repayable on _____________, ______ [insert date years], at
the option of the holders, at their principal amount with accrued interest.
Initial annual interest rate will be ____%, and thereafter annual interest rate
will be adjusted on ___________, ____ and ______ to a rate not less than ____%
of the effective annual interest rate on U.S. Treasury obligations with _____
year maturities as of the [insert date 15 days prior to maturity date] prior to
such [insert maturity date].]
[If Securities are Floating Rate Debt Securities, insert --
Floating Rate Provisions:
Initial annual interest rate will be _____% through _____ [and thereafter
will be adjusted [monthly] [on each __________, __________, __________ and
__________] [to an annual rate of _____% above the average rate for _____-year
[month] [securities] [certificates of deposit] by __________ and __________
[insert names of banks].] [and the annual interest rate [thereafter] [from
__________ through __________] will be the interest yield equivalent of the
weekly average per annum market discount rate for ________-month Treasury bills
plus _____% of Interest Differential (the excess, if any, of (i) then current
weekly average per annum secondary market yield for _____-month certificates of
deposit over (ii) then current interest yield equivalent of the weekly average
per annum market discount rate of _____-month Treasury bills); [from __________
and thereafter the rate will be the then current interest yield equivalent plus
_____% of Interest Differential].]
Defeasance Provisions:
<PAGE>
[None]
[Application, if any, of defeasance of Securities]
[Application, if any, of defeasance of certain obligations]
[Other terms]*:
- ----------------------------
* A description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the form
in which such features will be described in the Prospectus Supplement for the
offering.
In addition, if the Securities are denominated in a currency or currencies
other than United States dollars, e.g., Japanese Yen, Australian Dollars,
European Currency Units or Special Drawing Rights, additional terms should be
considered as appropriate to the particular situation.
<PAGE>
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, Price Waterhouse LLP
shall furnish letters to the Underwriters in form and substance satisfactory to
the Underwriters to the effect that:
(i) They are independent accountants with respect to the Company within the
meaning of the Act and the applicable published rules and regulations
thereunder;
(ii) In their opinion, the consolidated financial statements and financial
statement schedules of the Company and its subsidiaries audited by them
and included or incorporated by reference in the Registration Statement
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the published rules and
regulations thereunder with respect to registration statements on Form
S-3;
(iii) On the basis of procedures (but not an audit in accordance with
generally accepted auditing standards) consisting of:
a) Reading the minutes of meetings of the Board of Directors and its
Audit and Finance Committees since December 31, 1996 as set forth in
the minute books through a specified date not more than five business
days prior to the date of delivery of such letter;
b) Performing the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the unaudited consolidated balance sheet and the
unaudited consolidated statements of income and retained earnings and
cash flows of the Company and its consolidated subsidiaries included
or incorporated by reference in the Registration Statement and
reading the unaudited interim consolidated financial data for the
period from the date of the latest balance sheet included or
incorporated by reference in the Registration Statement to the date
of the latest available interim financial data; and
c) Making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding the
specific items for which representations are requested below;
nothing has come to their attention as a result of the foregoing
procedures that caused them to believe that:
(1) the unaudited consolidated interim financial statements
described in (iii)(b) above, included in the Company's Quarterly
Reports on Form 10-Q and included or incorporated by reference in
the Registration Statement, do not comply as to form in all
material respects with the applicable accounting requirements of
the Act and the Exchange Act and the published rules and
regulations thereunder;
(2) any material modifications should be made to the unaudited
consolidated interim financial statements described in (iii)(b)
above included in the Company's Quarterly Reports on Form 10-Q
and included or incorporated by reference in the Registration
Statement, for them to be in conformity with generally accepted
27
<PAGE>
accounting principles;
(3) (i) at the date of the latest available interim financial
data and at a specified date not more than five business days
prior to the date of delivery of such letter, there was any
change in the capital stock, comprising the common stock and
additional paid-in capital of the Company (other than issuances
of capital stock upon exercise of options, stock appreciation
rights and other benefit plans and upon earn-outs of performance
shares), increase in short-term or long-term debt or decrease in
shareholders' equity (except for decreases resulting from
dividends, realized and unrealized investment losses, foreign
currency translations or operating results) of the Company and
its consolidated subsidiaries as compared with amounts shown in
the latest balance sheet included or incorporated by reference in
the Registration Statement or (ii) for the period from the date
of the latest available financial data to a specified date not
more than five business days prior to delivery of such letter,
there were any decreases, as compared with the corresponding
period in the preceding year, in consolidated revenues or in the
total or per-share amounts of consolidated income (excluding net
realized investment results), except in all instances for
changes, increases or decreases which the Registration Statement
discloses have occurred or may occur, or they shall state any
specific changes, increases or decreases.
(iv) The letter shall also state that they have read the dollar
amounts (or percentages derived from such dollar amounts) included or
incorporated by reference in the Registration Statement which is
expressed in dollars (or percentages derived from such dollar amounts)
and have been obtained from accounting records which are subject to its
system of internal controls or which have been derived directly from such
accounting records by analysis or computation and agreed such amounts (or
percentages derived from such dollar amounts) with such records or
computations made therefrom.
All references in this Annex II to the Registration Statement shall be deemed to
refer to the Registration Statement (including the Prospectus and the documents
incorporated by reference therein) as defined in the Underwriting Agreement as
of the date of the letter delivered on the date of the Pricing Agreement for
purposes of such letter and to the Registration Statement as amended or
supplemented (including the Prospectus and the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.
28
<PAGE>
ANNEX III
Delayed Delivery Contract
-------------------------
, 19
------------- --
CIGNA Corporation,
c/o [Name and address of appropriate
Representatives]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from CIGNA Corporation
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,
$
------------------------
principal amount of the Company's [Title of Designated Securities] (hereinafter
called the "Designated Securities"), offered by the Company's Prospectus dated
, 19 , as amended or supplemented, receipt of a copy of which is
- ------------ --
hereby acknowledged, at a purchase price of % of the principal amount
----
thereof [, plus accrued interest from the date from which interest accrues as
set forth below,] [and accrued amortization, if any, from [ ] [the date from
-----
which interest accrues as set forth below]] and on the further terms and
conditions set forth in this contract.
The undersigned will purchase the Designated Securities from the Company on
___ 19__ (the "Delivery Date") and interest on the Designated Securities so
purchased will accrue from , 19
-------------------- ---
[The undersigned will purchase the Designated Securities from the Company
on the delivery date or dates and in the principal amount or amounts set forth
below:
<TABLE>
<CAPTION>
Principal Date from Which
Delivery Date Amount Interest Accrues
------------- ----------- ----------------
<C> <S> <C>
.......... , 19.... $ .............. , 19....
.......... , 19.... $ .............. , 19....
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its order
by certified or official bank check in ____________ Clearing House funds at the
office of _________, or by wire transfer to a bank account specified by the
Company, on [the] [such] Delivery Date upon delivery to the undersigned of the
Designated Securities then to be purchased by the undersigned in definitive
fully registered form and in such denominations and registered in such names as
the undersigned may designate by written or telegraphic communication addressed
to the Company not less than five full business days prior to [the] [such]
Delivery Date.
<PAGE>
The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
condition that the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject. The obligation of the
undersigned to take delivery of and make payment for Designated Securities shall
not be affected by the failure of any purchaser to take delivery of and make
payment for Designated Securities pursuant to other contracts similar to this
contract.
[The undersigned understands that underwriters (the "Underwriters") are
also purchasing Designated Securities from the Company, but that the obligations
of the undersigned hereunder are not contingent on such purchases.] Promptly
after completion of the sale to the Underwriters the Company will mail or
deliver to the undersigned at its address set forth below notice to such effect,
accompanied by a copy of the Opinion of Counsel for the Company delivered to the
Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and that,
without limiting the foregoing, acceptances of such contracts need not be on a
first-come, first-served basis. If this contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and
-2-
<PAGE>
mail or deliver one of the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered by the Company.
Yours very truly,
--------------------------------
(Name of Purchaser)
By
-----------------------------
(Signature)
--------------------------------
(Name and Title)
--------------------------------
(Address)
Accepted , 19
------------------ ---
CIGNA Corporation
By
------------------------------
[Title]
-3-
<PAGE>
EXHIBIT 1.3
CIGNA Corporation
Debt Securities
Underwriting Agreement
----------------------
[Date]
To the Representatives of the
several Underwriters named in
the respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time CIGNA Corporation (the "Company") proposes to enter into
one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex
I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein), certain of its
convertible subordinated debt securities, convertible into shares of common
stock, par value $1.00 per share ("Stock"), of the Company (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"), less the principal amount of Designated
Securities covered by delayed delivery contracts ("Delayed Delivery Contracts"),
if any, as provided in Section 3 hereof and as may be specified in Schedule II
to such Pricing Agreement (with respect to such Pricing Agreement, any
Designated Securities to be covered by Delayed Delivery Contracts herein
sometimes referred to as "Contract Securities" and the Designated Securities to
be purchased by the Underwriters (after giving effect to the deduction, if any,
for Contract Securities) being herein sometimes referred to as "Underwriters'
Securities").
The terms and rights of any particular issuance of Designated Securities
shall be specified in the Pricing Agreement relating thereto and in or pursuant
to the indenture (the "Indenture") identified in such Pricing Agreement.
1. Particular sales of Designated Securities may be made from time to time to
the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase any of the Securities. The obligation of
the Company to issue and sell any of the Securities and the obligation of any of
the Underwriters to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of
<PAGE>
such Designated Securities, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters, the principal
amount of such Designated Securities to be purchased by each Underwriter and
whether any of such Designated Securities shall be covered by Delayed Delivery
Contracts and the commission payable to the Underwriters with respect thereto
and shall set forth the date, time and manner of delivery of such Designated
Securities and payment therefor. The Pricing Agreement shall also specify (to
the extent not set forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement (the "Initial Registration Statement") in
respect of the Securities and the shares of Stock issuable upon conversion
thereof has been filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be delivered to the
Representatives and, excluding exhibits to the Initial Registration Statement
but including all documents incorporated by reference in the prospectus
contained therein, to the Representatives for each of the other Underwriters
and the Initial Registration Statement in such form has been declared
effective by the Commission and no stop order suspending the effectiveness of
the Initial Registration Statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement being hereinafter
called a "Preliminary Prospectus"; the various parts of the Initial
Registration Statement, including all exhibits thereto but excluding Form T-
1, each as amended at the time such part became effective, and any
registration statement filed pursuant to Rule 462(b) under the Securities Act
of 1933 (the "Rule 462(b) Registration Statement"), if any, being hereinafter
collectively called the "Registration Statement"; the prospectus relating to
the Securities and the shares of Stock issuable upon conversion thereof, in
the form in which it has most recently been filed with the Commission on or
prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to the applicable form under the Securities Act
of 1933, as amended (the "Act"), as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment
or supplement to any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated therein by reference; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to the Prospectus as amended
or supplemented in relation to the applicable Designated Securities in the
form in which it is first filed with the Commission pursuant to Rule 424
under the Act, including any documents incorporated by reference therein as
of the date of such filing or mailing);
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and, when read together with the other information included or
incorporated by reference in the Prospectus, none of such documents contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by reference
in the Prospectus, when such documents become effective or are filed with the
Commission, as the case may be, will conform in
2
<PAGE>
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by any Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date in
the case of the Registration Statement and any amendment thereto and as of
the applicable filing date in the case of the Prospectus and any supplement
thereto, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated
by reference in the Prospectus any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree which loss or interference is material and adverse to the Company
and its subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, there
has not been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations
of the Company and its subsidiaries considered as a whole, otherwise than as
set forth or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business (1) so as to require such qualification
and (2) where the failure so to qualify would have a material adverse effect
upon the business of the Company and its subsidiaries considered as a whole;
and each of Insurance Company of North America, Connecticut General Life
Insurance Company and CIGNA Property and Casualty Insurance Company
(together, the "Principal Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; and each Principal Subsidiary has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, (1) so as to require such
qualification and (2) where the failure so to qualify would have a material
adverse effect upon the business of the Company and its subsidiaries
considered as a whole;
(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully
3
<PAGE>
paid and non-assessable; the shares of Stock initially issuable upon
conversion of the Securities have been duly and validly authorized and
reserved for issuance and, when issued and delivered in accordance with the
provisions of the Securities and the Indenture referred to below, will be
duly and validly issued, fully paid and non-assessable and will conform to
the description of the Stock contained in the Prospectus; and all of the
issued shares of capital stock of each Principal Subsidiary have been duly
and validly authorized and issued, are fully paid and non-assessable and
(except for directors' qualifying shares) are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities, claims or
restrictions (except for restrictions on transfers contained in debt
instruments or provided under the insurance or insurance holding company laws
or regulations);
(g) The Securities have been duly authorized, and, when Designated
Securities are executed and authenticated pursuant to the Indenture and
issued and delivered against payment therefor pursuant to this Agreement and
the Pricing Agreement with respect to such Designated Securities and, in the
case of any Contract Securities, pursuant to Delayed Delivery Contracts with
respect to such Contract Securities, such Designated Securities will have
been duly executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company entitled to the benefits
provided by the Indenture, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; the Indenture has been duly authorized and
qualified under the Trust Indenture Act and constitutes a valid and legally
binding instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture
conforms and the Designated Securities will conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(h) In the event any of the Securities are purchased pursuant to Delayed
Delivery Contracts, each of such Delayed Delivery Contracts has been duly
authorized by the Company and, when executed and delivered by the Company and
the purchaser named therein, will constitute a valid and legally binding
agreement of the Company enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles; and any
Delayed Delivery Contracts will conform to the description thereof in the
Prospectus;
(i) The issue and sale of the Securities by the Company, the compliance by
the Company with all of the provisions of the Securities, the Indenture, each
of the Delayed Delivery Contracts, if any, this Agreement and any Pricing
Agreement, and the consummation by the Company of the transactions herein and
therein contemplated will not result in a breach or violation of any of the
terms or provisions of, or constitute a default under, (i) any statute
(except that no representation is made with respect to state securities laws,
including similar insurance securities laws governing solicitation,
notification to regulators or qualification of securities for sale (together,
"State Securities" laws), or Blue Sky laws), (ii) any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound, (iii) any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or
any of its subsidiaries or any of their properties (except that no
representation is made with respect to State Securities or Blue Sky laws), or
(iv) the Company's Certificate of Incorporation, as amended, or By-Laws,
which, in the case of subclauses (i)-(iii), would have a material adverse
effect upon the business of the Company and its subsidiaries considered as a
whole; and no consent, approval, authorization or order of or with any such
court or governmental agency or body is required for the issue and sale of
the Securities or the consummation by the Company of the other transactions
contemplated
4
<PAGE>
by this Agreement or any Pricing Agreement or the Indenture or any Delayed
Delivery Contract, except such as have been, or will have been prior to the
Time of Delivery, obtained under the Act, the Exchange Act or the Trust
Indenture Act and such as may be required under State Securities or Blue Sky
laws in connection with the purchase and distribution of the Securities by
the Underwriters;
(j) The Principal Subsidiaries which are engaged in the insurance business
are, in all respects material to the Company and its subsidiaries considered
as a whole, in compliance with, and conduct, in all respects material to the
Company and its subsidiaries considered as a whole, their respective
businesses in conformity with, all applicable state insurance laws and
regulations; the Company's subsidiaries which are engaged in providing other
financial services are, in all respects material to the Company and its
subsidiaries considered as a whole, in compliance with, and conduct, in all
respects material to the Company and its subsidiaries considered as a whole,
their respective businesses in conformity with, all applicable federal and
state securities laws and regulations (including the Investment Company Act
of 1940 and the Investment Advisers Act of 1940); and, except as set forth in
the Prospectus and to the best knowledge of the Company, no change in any of
such insurance or securities laws or regulations is pending which, if made
effective, would have a material adverse effect upon the operations of the
Company and its subsidiaries considered as a whole;
(k) Other than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject which, individually or in the aggregate, are
expected to have a material adverse effect (net of loss reserves established
therefor and giving effect to reinsurance, other than reinsurance deemed
unrecoverable by the Company) on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries considered as a
whole; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others; and
(l) Price Waterhouse, who have certified certain financial statements of
the Company and its subsidiaries, are independent public accountants as
required by the Act and the rules and regulations of the Commission
thereunder.
3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of the
Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
The Company may specify in Schedule II to the Pricing Agreement applicable to
any Designated Securities that the Underwriters are authorized to solicit offers
to purchase Designated Securities from the Company pursuant to Delayed Delivery
Contracts, substantially in the form of Annex III attached hereto but with such
changes therein as the Representatives and the Company may authorize or approve.
If so specified, the Underwriters will endeavor to make such arrangements, and
as compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery, such commission, if any,
as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, if
any, are to be with investors of the types described in the Prospectus and
subject to other conditions therein set forth. The Underwriters will not have
any responsibility in respect of the validity or performance of any Delayed
Delivery Contracts.
The principal amount of Contract Securities to be deducted from the principal
amount of Designated Securities to be purchased by each Underwriter as set forth
in Schedule I to the Pricing Agreement applicable
5
<PAGE>
to such Designated Securities shall be, in each case, the principal amount of
Contract Securities which the Company has been advised by the Representatives
have been attributed to such Underwriter, provided that, if the Company has not
been so advised, the amount of Contract Securities to be so deducted shall be,
in each case, that proportion of Contract Securities which the principal amount
of Designated Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the total principal amount of the Designated Securities
(rounded as the Representatives may determine). The total principal amount of
Underwriters' Securities to be purchased by all the Underwriters pursuant to
such Pricing Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the principal
amount of the Contract Securities. The Company will deliver to the
Representatives not later than 3:30 p.m., New York time, on the third business
day preceding the Time of Delivery specified in the applicable Pricing Agreement
(or such other time and date as the Representatives and the Company may agree
upon in writing) a written notice setting forth the principal amount of Contract
Securities.
4. Underwriters' Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company or by wire
transfer to a bank account specified by the Company, in the funds specified in
such Pricing Agreement, all at the place and time and date specified in such
Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a check payable to the order of the party designated in the
Pricing Agreement relating to such Securities in the amount of any compensation
payable by the Company to the Underwriters in respect of any Delayed Delivery
Contracts as provided in Section 3 hereof and in the Pricing Agreement relating
to such Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) Except as otherwise required by law, to make no further amendment or
any supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for such Securities which shall
be reasonably disapproved by the Representatives for such Securities promptly
after reasonable notice thereof; to advise the Representatives promptly of
any such amendment or supplement after such Time of Delivery and furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities, and during such same
period to advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or become effective or any supplement to the Prospectus or any
amended Prospectus has been filed or mailed for filing with the Commission,
of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of such Securities or the
shares of Stock issuable upon conversion of the Securities for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information relating to the
6
<PAGE>
Registration Statement or the offering of the Securities; and, in the event
of the issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or suspending
any such qualification, to use promptly its best efforts to obtain its
withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Securities and the shares of Stock
issuable upon conversion of the Securities for offering and sale under the
State Securities and Blue Sky laws of such jurisdictions as the
Representatives may reasonably request and to comply with such laws so as to
permit the continuance of sales and dealing therein in such jurisdictions for
as long as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to file a general consent to
service of process in any jurisdiction;
(c) Prior to 12:00 Noon, New York City time, on the New York Business Day
next succeeding the date of each Pricing Agreement and from time to time, to
furnish the Underwriter with copies of the Prospectus in New York City as
amended or supplemented in such quantities as the Representatives may
reasonably request; provided, however, that if the delivery of a prospectus
is required at any time in connection with the offering or sale of the
Securities and the shares of Stock issuable upon conversion of the Securities
and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made when such Prospectus was delivered, not misleading, or, if for
any other reason it shall be necessary during such same time period to amend
or supplement the Prospectus or to file under the Exchange Act any document
(other than quarterly reports on Form 10-Q or annual reports on Form 10-K or
11-K) incorporated by reference in the Prospectus in order to comply with the
Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to prepare
and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance;
provided that in case any Underwriter is required to deliver a prospectus in
connection with sales of Designated Securities and the shares of Stock
issuable upon conversion of the Designated Securities at any time nine months
or more after the Time of Delivery with respect to such Designated
Securities, upon the request of the Representatives but at the expense of
such Underwriter, the Company agrees to prepare and deliver to such
Underwriter as many copies as the Representatives may request of an amended
or supplemented Prospectus complying with Section 10 of the Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement, an earning statement of the
Company and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including at the option of the Company Rule 158);
(e) During the period beginning from the date of the Pricing Agreement for
such Designated Securities and continuing to and including the earlier of (i)
the termination of trading restrictions for such Designated Securities, as
notified to the Company by the Representatives and (ii) the Time of Delivery
for such Designated Securities, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more
than one year after such Time of Delivery and which are substantially similar
to such Designated Securities, without the prior written consent of the
Representatives;
7
<PAGE>
(f) To reserve and keep available at all times, free of preemptive rights,
shares of Stock for the purpose of enabling the Company to satisfy any
obligations to issue shares of Stock upon conversion of the Designated
Securities;
(g) To use its best efforts to list the shares of Stock issuable upon
conversion of the Designated Securities on the New York Stock Exchange; and
(h) If the Company elects to rely upon Rule 462(b), the Company shall file
a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of each Pricing
Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities and the shares of Stock issuable upon conversion
of the Securities under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any Preliminary
Prospectus and the Prospectus and (except as otherwise provided in Section 5(c)
hereof) amendments and supplements thereto and the mailing and delivering of
copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, any indenture, any Delayed Delivery Contracts, any Blue Sky and Legal
Investment Memoranda and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities and the shares of Stock issuable upon
conversion of the Securities for offering and sale under state securities laws
as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and Legal Investment Memoranda; (iv) any fees
charged by securities rating services for rating the Securities; (v) any filing
fees incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with the Indenture and the Securities; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder and under
any Delayed Delivery Contracts which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities under the
Pricing Agreement relating to such Designated Securities shall be subject, in
the discretion of the Representatives, to the condition that all representations
and warranties and other statements of the Company in or incorporated by
reference in such Pricing Agreement are, at and as of the Time of Delivery for
such Designated Securities, true and correct, the condition that the Company
shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission relating to the
Registration Statement or the offering of the Securities shall have been
complied with to the Representatives' reasonable satisfaction;
8
<PAGE>
(b) Sullivan & Cromwell, counsel for the Underwriters, or other counsel
satisfactory to the Representatives, shall have furnished to the
Representatives such opinion or opinions, dated such Time of Delivery for
such Designated Securities, with respect to the incorporation of the Company,
the validity of the Indenture, the Designated Securities, the shares of Stock
issuable upon conversion of the Designated Securities, the Delayed Delivery
Contracts, if any, the Registration Statement, the Prospectus as amended or
supplemented and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;
(c) Thomas J. Wagner, Esq., Executive Vice President and General Counsel
of the Company, or other counsel satisfactory to the Representatives, shall
have furnished to the Representatives his written opinion, dated such Time of
Delivery for such Designated Securities, in form and substance satisfactory
to the Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its
business as described in the Prospectus, as amended or supplemented, to
the extent owned or conducted by the Company itself rather than by
subsidiaries of the Company;
(ii) The Company has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each
jurisdiction other than its jurisdiction of incorporation in which it owns
or leases properties, or conducts any business, (1) so as to require such
qualification and (2) where the failure so to qualify would have a
material adverse effect upon the business of the Company and its
subsidiaries considered as a whole (such counsel being entitled to rely in
respect of the opinion in this clause upon opinions of local counsel,
provided that such counsel shall state that he believes that both you and
he are justified in relying upon such opinions, and in respect of matters
of fact upon certificates of officers of the Company);
(iii) The Company has an authorized capitalization as set forth in the
Prospectus as amended or supplemented; all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued and
are fully paid and non-assessable; and the shares of Stock initially
issuable upon conversion of the Designated Securities have been duly and
validly authorized and reserved for issuance and, when issued and
delivered in accordance with the provisions of the Designated Securities
and the Indenture will be duly and validly issued and fully paid and non-
assessable, and will conform to the description of the Stock contained in
the Prospectus;
(iv) Each Principal Subsidiary of the Company is validly existing as a
corporation in good standing under the laws of its jurisdiction of
incorporation and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, (1) so as to require such qualification and (2) where the
failure so to qualify would have a material adverse effect upon the
business of the Company and its subsidiaries considered as a whole (such
counsel being entitled to rely in respect of the opinion in this clause
upon opinions of local counsel, provided that such counsel shall state
that he believes that both you and he are justified in relying upon such
opinions, and in respect of matters of fact upon certificates of officers
of the Company or the Principal Subsidiaries);
(v) All of the issued shares of capital stock of each Principal
Subsidiary are owned of record directly or indirectly by the Company; free
and clear of all liens, encumbrances, equities, claims or
9
<PAGE>
restrictions known to counsel (except for restrictions on transfers
contained in debt instruments or provided under insurance or insurance
holding company laws or regulations);
(vi) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered by
the Company;
(vii) In the event any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each of such Delayed
Delivery Contracts has been duly authorized, executed and delivered by the
Company and, assuming such Contract has been duly executed and delivered
by the purchaser named therein, constitutes a valid and legally binding
agreement of the Company enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles; and any Delayed Delivery Contracts conform to the
description thereof in the Prospectus as amended or supplemented;
(viii) The Designated Securities have been duly authorized; the
Underwriters' Securities have been duly authorized, and when duly
executed, authenticated, issued and delivered pursuant to the terms hereof
and of the Indenture against payment therefor as contemplated herein, will
constitute valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture, and the Contract Securities, if
any, when executed, authenticated, issued and delivered pursuant to the
Indenture and Delayed Delivery Contracts, if any, against payment therefor
as contemplated therein, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Designated Securities and the Indenture
conform to the descriptions thereof in the Prospectus as amended or
supplemented;
(ix) The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and legally binding instrument of the
Company, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditor's rights and to general equity
principles; and the Indenture has been duly qualified under the Trust
Indenture Act;
(x) To the best of such counsel's knowledge there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject, other than as set forth or contemplated
in the Prospectus and other than proceedings which individually and in the
aggregate are not expected to be material to the Company and its
subsidiaries considered as a whole, after taking into account loss
reserves established therefor and the effects of reinsurance (other than
reinsurance deemed unrecoverable by the Company); and to the best of such
counsel's knowledge no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(xi) The issue and sale of the Designated Securities by the Company,
its compliance with all of the provisions of the Designated Securities,
the Indenture, each Delayed Delivery Contract, if any, this Agreement and
the Pricing Agreement with respect to the Designated Securities and its
consummation of the transactions herein and therein contemplated will not
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, (i) any insurance or insurance holding company
laws or regulations (other than State Securities or Blue Sky laws or
regulations, as to which such counsel need express no opinion), (ii) any
indenture, mortgage, deed
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<PAGE>
of trust, loan agreement or other agreement or instrument known to such
counsel to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound, (iii) any order,
rule or regulation known to such counsel (other than as aforesaid) of any
court or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their properties, or (iv) the
Company's Certificate of Incorporation, as amended, or By-Laws, which, in
the case of subclauses (i)-(iii), would have a material adverse effect
upon the business of the Company and its subsidiaries considered as a
whole;
(xii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the issue and sale of the
Designated Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, such Pricing Agreement, the
Indenture or any such Delayed Delivery Contract, except such as have been
obtained under the Act, the Exchange Act and the Trust Indenture Act, such
as may be required under the Act or Blue Sky laws in connection with the
shares of Stock issuable upon conversion of the Designated Securities and
such as may be required under State Securities or Blue Sky laws in
connection with the purchase and distribution of the Designated Securities
by the Underwriters (as to which such counsel need express no opinion);
(xiii) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Securities
(except the financial statements and schedules and other financial and
statistical data contained therein and the documents incorporated by
reference therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the
Act and the Trust Indenture Act and the applicable rules and regulations
of the Commission thereunder; and such counsel's examination of the
Registration Statement and the Prospectus as amended or supplemented did
not disclose to him any information which gives him reason to believe that
the Registration Statement (except the financial statements and schedules
and other financial and statistical data contained therein, as to which
such counsel need express no opinion), at the time the Registration
Statement became effective, contained an untrue statement of a material
fact or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus as amended or supplemented (except as aforesaid), on its date
and at the Time of Delivery, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided such counsel may state that in passing
upon the form of the Registration Statement and the Prospectus, he is not
passing upon, and does not assume responsibility for, the correctness and
completeness of the statements made therein by the Company, except insofar
as such statements are contained under the heading "Description of Debt
Securities";
(xiv) The documents incorporated by reference in the Prospectus as
amended or supplemented (except the financial statements and related
schedules and other financial and statistical data contained therein, as
to which such counsel need express no opinion), when they were filed with
the Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder; and such counsel has no reason to believe that any
of such documents, when they were so filed, contained an untrue statement
of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they are made when such documents were so filed, not
misleading; and
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<PAGE>
(xv) Such counsel does not know of any contracts or other documents of
a character required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the Prospectus
as amended or supplemented or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which are not filed
or incorporated by reference or described as required;
(d) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, Price Waterhouse,
the independent certified public accountants of the Company who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement, shall
have furnished to the Representatives a letter, dated the effective date of
the Registration Statement or the date of the most recent report filed by the
Company with the Commission containing financial statements and incorporated
by reference in the Registration Statement, if the date of such report is
later than such effective date, and a letter dated such Time of Delivery,
respectively, each in form and substance satisfactory to the Representatives,
to the effect set forth in Annex II hereto and, with respect to such letter
dated such Time of Delivery, as to such other matters as the Representatives
may reasonably request;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended or supplemented any
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, and (ii) since the
respective dates as of which information is given in the Prospectus as
amended or supplemented there shall not have been any change in the capital
stock or long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or affecting
the general affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries otherwise, in any
such case described in Clause (i) or (ii), than as set forth or contemplated
in the Prospectus as amended or supplemented, the effect of which, in any
such case described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission
for purposes of Rule 436(g) (2) under the Act; and (ii) no such organization
shall have publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's debt
securities or the Company's financial strength or claims paying ability;
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally on the
New York Stock Exchange; (ii) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency
or war, if the effect of any such event specified in the case of Clause (iii)
in the judgment of the Representatives makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Underwriters'
Securities on the terms and in the manner contemplated in the Prospectus as
amended or supplemented;
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<PAGE>
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities its
certificates satisfactory to the Representatives, executed on its behalf by
officers of the Company satisfactory to you, as to the accuracy of the
representations and warranties of the Company herein at and as of such Time
of Delivery, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, as to the
matters set forth in subsections (a) and (e) of this Section, and as to such
other matters as the Representatives may reasonably request; and
(i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of each Pricing Agreement.
8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement or
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use therein;
and provided, further, that the Company shall not be liable to any Underwriter
under the indemnity agreement in this subsection (a) with respect to any
Preliminary Prospectus to the extent that such loss, claim, damage or liability
of such Underwriter results from the fact that such Underwriter sold Securities
to a person to whom there was not sent or given, at or prior to written
confirmation of such sale, a copy of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) if the Company had
previously furnished copies thereof to such Underwriter.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any preliminary
Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by
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the Company in connection with investigating or defending any such action or
claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be inappropriate under applicable standards of
professional conduct due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be
liable for the reasonable fees and expenses of more than one separate counsel
for all such indemnified parties. Such counsel shall be designated in
writing by the Representatives in the case of parties indemnified pursuant to
subsection (a) above and by the Company in the case of parties indemnified
pursuant to subsection (b) above. The indemnifying party shall not be liable
for any settlement of any such action, suit or proceeding effected without
its written consent, which consent shall not be unreasonably withheld.
(d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect not only (i) the relative
benefits received by the Company on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or other action in
respect thereof) relates but also (ii) the relative fault of the Company on
the one hand and the Underwriters of the Designated Securities on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters of
the Designated Securities. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand
or the Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined
by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof)
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referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding
the provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of
the Company and to each person, if any, who controls the Company within the
meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase at a Time of
Delivery under the Pricing Agreement relating to such Securities, the
Representatives may in their discretion arrange for themselves or another
party or other parties to purchase such Underwriters' Securities on the terms
contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Underwriters' Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Underwriters'
Securities on such terms. In the event that, within the respective
prescribed period, the Representatives notify the Company that they have so
arranged for the purchase of such Underwriters' Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Underwriters' Securities, the Representatives or the Company shall have the
right to postpone the Time of Delivery for such Underwriters' Securities for
a period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement and the Pricing Agreement with respect to such
Designated Securities shall include any person substituted under this Section
with like effect as if such person had originally been a party to such
Pricing Agreement.
(b) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Underwriters' Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of
Underwriters' Securities which such Underwriter agreed to purchase under the
pricing agreement relating to such Designated Securities and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Designated Securities which such Underwriter
agreed to purchase under such Pricing Agreement) of the Underwriters'
Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
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(c) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Underwriters' Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Underwriters' Securities of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating
to such Designated Securities shall thereupon terminate, without liability on
the part of any non-defaulting Underwriter or the Company, except for the
expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof, but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any
Underwriter or any controlling person of any Underwriter, or the Company, or any
officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof, but, if for any other reason
Underwriters' Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing, and if to the
Underwriters shall be sufficient in all respects if delivered or sent by
overnight or registered mail or facsimile to the address or facsimile number of
the Representatives as set forth in the Pricing Agreement; and if to the Company
shall be sufficient in all respects if delivered or sent by overnight or
registered mail to the address or facsimile number of the Company set forth in
the Registration Statement, Attention: Corporate Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by overnight or registered mail or facsimile to such
Underwriter at its address or facsimile number set forth in its Underwriters'
Questionnaire, or facsimile constituting such Questionnaire, which address or
facsimile number will be supplied to the Company by the Representatives upon
request.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective
16
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heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement or any such
Pricing Agreement. No purchaser of any of the Securities from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
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15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
16. This Agreement (including the documents referred to herein) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to subject matter hereof.
17. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
Very truly yours,
CIGNA Corporation
By:.................................
Name:
Title:
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ANNEX I
Pricing Agreement
-----------------
[Name of Representatives,]
[Name of Co-Representative(s),]
As representatives of the several
Underwriters named in Schedule I hereto.
[c/o Representatives,]
[Address of Representatives].
............, 199....
Dear Sirs:
CIGNA Corporation (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated [Date] (the
"Underwriting Agreement"), to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
in Section 2 of the Underwriting Agreement which makes reference to the
Prospectus shall be deemed to be a representation and warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of each of the Underwriters of the Designated Securities pursuant
to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in Schedule II
hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified in
such Schedule II.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that
19
<PAGE>
your acceptance of this letter on behalf of each of the Underwriters may be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
CIGNA Corporation
By:....................................
Accepted as of the date hereof:
.................................................
(Name of Representative Partnership)
[Name of Representative Corporation]
By:..............................................
(Title)
.................................................
(Name of Co-Representative Partnership)
[Name of Co-Representative Corporation]
By:..............................................
(Title)
On behalf of each of the Underwriters
20
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Designated Securities
Underwriter to be Purchased
----------- ---------------------
<S> <C>
[Name of Representatives]..................... $
[Name(s) of any Co-Representatives]...........
[Name(s) of other Underwriters]...............
---------------------
Total..................................... $
=====================
</TABLE>
21
<PAGE>
SCHEDULE II
Title of Designated Securities:
[ %] [Floating Rate] [Zero Coupon] Convertible Subordinated [Notes]
[Debentures] due
Aggregate Principal Amount:
$
Price to Public:
___% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization,
if any, from to ]
Purchase Price by Underwriters:
___% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization,
if any from to ]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check of checks, payable to the order of the
Company in [New York] Clearing House funds]
[By wire transfer to a bank account specified by the Company in next day
funds]
Indenture:
Indenture, dated as of ____________, between the Company and Marine Midland
Bank as Trustee
Time of Delivery:
[Time and date], 199_.
Closing Location:
Names and Addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
22
<PAGE>
Securities Exchange:
[Securities to be listed on the [New York] Stock Exchange]
Delayed Delivery:
[None] [Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been entered
into. Such commission shall be payable to the order of .]
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the amount
of $ or an integral multiple thereof, ]
[on or after, at the following redemption prices
(expressed in percentages of principal amount). If [redeemed on or before
, %, and if] redeemed during the 12-month period
beginning ,
Year Redemption Price
---- ----------------
and thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after , , at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
23
<PAGE>
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on in
each of the years through at 100% of their principal amount plus
accrued interest][, together with [cumulative] [non-cumulative] redemptions at
the option of the Company to retire an additional $
principal amount of Designated Securities in the years through at 100%
of their principal amount plus accrued interest.]
[If Securities are Extendable Debt Securities, insert--
Extendable Provisions:
Securities are repayable on , [insert date years], at the
option of the holders, at their principal amount with accrued interest. Initial
annual interest rate will be %, and thereafter annual interest rate
will be adjusted on , and to a rate not less than
% of the effective annual interest rate on U.S. Treasury obligations with
year maturities as of the [insert date 15 days prior to maturity date] prior to
such [insert maturity date].]
[If Securities are Floating Rate Debt Securities, insert--
Floating Rate Provisions:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly] [on each , ,
and ] [to an annual rate of % above the average rate for
-year [month] [securities] [certificates of deposit] by and [insert
names of banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the weekly
average per annum market discount rate for -month Treasury bills plus
% of Interest Differential (the excess, if any, of (i) then current weekly
average per annum secondary market yield for -month certificates of deposit
over (ii) then current interest yield equivalent of the weekly average per annum
market discount rate of -month Treasury bills); [from
and thereafter the rate will be the then current interest yield equivalent plus
% of Interest Differential].]
Conversion Provisions:
Initial Conversion Price: $ per share of Common Stock
Initial Conversion Date:
Final Conversion Date:
Overallotment Provisions:
[specify overallotment provisions]
24
<PAGE>
[Other Terms]*:
- -------------------------
* A description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of
the transaction contemplated. Such a description might appropriately be
in the form in which such features will be described in the Prospectus
Supplement for the offering.
In addition, if the Securities are denominated in a currency or currencies
other than United States dollars, e.g., Japanese Yen, Australian Dollars,
European Currency Units or Special Drawing Rights, additional terms should be
considered as appropriate to the particular situation.
25
<PAGE>
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, Price Waterhouse LLP
shall furnish letters to the Underwriters in form and substance satisfactory to
the Underwriters to the effect that:
(i) They are independent accountants with respect to the Company within the
meaning of the Act and the applicable published rules and regulations
thereunder;
(ii) In their opinion, the consolidated financial statements and financial
statement schedules of the Company and its subsidiaries audited by them
and included or incorporated by reference in the Registration Statement
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the published rules and
regulations thereunder with respect to registration statements on Form
S-3;
(iii) On the basis of procedures (but not an audit in accordance with
generally accepted auditing standards) consisting of:
a) Reading the minutes of meetings of the Board of Directors and its
Audit and Finance Committees since December 31, 1996 as set forth in
the minute books through a specified date not more than five business
days prior to the date of delivery of such letter;
b) Performing the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the unaudited consolidated balance sheet and the
unaudited consolidated statements of income and retained earnings and
cash flows of the Company and its consolidated subsidiaries included
or incorporated by reference in the Registration Statement and
reading the unaudited interim consolidated financial data for the
period from the date of the latest balance sheet included or
incorporated by reference in the Registration Statement to the date
of the latest available interim financial data; and
c) Making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding the
specific items for which representations are requested below;
nothing has come to their attention as a result of the foregoing
procedures that caused them to believe that:
(1) the unaudited consolidated interim financial statements
described in (iii)(b) above, included in the Company's Quarterly
Reports on Form 10-Q and included or incorporated by reference in
the Registration Statement, do not comply as to form in all
material respects with the applicable accounting requirements of
the Act and the Exchange Act and the published rules and
regulations thereunder;
(2) any material modifications should be made to the unaudited
consolidated interim financial statements described in (iii)(b)
above included in the Company's Quarterly Reports on Form 10-Q
and included or incorporated by reference in the Registration
Statement, for them to be in conformity with generally accepted
26
<PAGE>
accounting principles;
(3) (i) at the date of the latest available interim financial
data and at a specified date not more than five business days
prior to the date of delivery of such letter, there was any
change in the capital stock, comprising the common stock and
additional paid-in capital of the Company (other than issuances
of capital stock upon exercise of options, stock appreciation
rights and other benefit plans and upon earn-outs of performance
shares), increase in short-term or long-term debt or decrease in
shareholders' equity (except for decreases resulting from
dividends, realized and unrealized investment losses, foreign
currency translations or operating results) of the Company and
its consolidated subsidiaries as compared with amounts shown in
the latest balance sheet included or incorporated by reference in
the Registration Statement or (ii) for the period from the date
of the latest available financial data to a specified date not
more than five business days prior to delivery of such letter,
there were any decreases, as compared with the corresponding
period in the preceding year, in consolidated revenues or in the
total or per-share amounts of consolidated income (excluding net
realized investment results), except in all instances for
changes, increases or decreases which the Registration Statement
discloses have occurred or may occur, or they shall state any
specific changes, increases or decreases.
(iv) The letter shall also state that they have read the dollar
amounts (or percentages derived from such dollar amounts) included or
incorporated by reference in the Registration Statement which is
expressed in dollars (or percentages derived from such dollar amounts)
and have been obtained from accounting records which are subject to its
system of internal controls or which have been derived directly from such
accounting records by analysis or computation and agreed such amounts (or
percentages derived from such dollar amounts) with such records or
computations made therefrom.
All references in this Annex II to the Registration Statement shall be deemed to
refer to the Registration Statement (including the Prospectus and the documents
incorporated by reference therein) as defined in the Underwriting Agreement as
of the date of the letter delivered on the date of the Pricing Agreement for
purposes of such letter and to the Registration Statement as amended or
supplemented (including the Prospectus and the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.
27
<PAGE>
ANNEX III
Delayed Delivery Contract
-------------------------
................., 199...
CIGNA Corporation,
c/o [Name and address of appropriate
Representatives]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from CIGNA Corporation (hereinafter
called the "Company"), and the Company agrees to sell to the undersigned,
$.....................................
principal amount of the Company's [Title of Designated Securities] (hereinafter
called the "Designated Securities"), offered by the Company's Prospectus dated
........... 199....., as amended or supplemented, receipt of a copy of which is
hereby acknowledged, at a purchase price of .....% of the principal amount
thereof [, plus accrued interest from the date from which interest accrues as
set forth below,] [and accrued amortization, if any, from [......] [the date
from which interest accrues as set forth below]] and on the further terms and
conditions set forth in this contract.
The undersigned will purchase the Designated Securities from the Company on
.............. 199.. (the "Delivery Date") and interest on the Designated
Securities so purchased will accrue from ................., 199..
[The undersigned will purchase the Designated Securities from the Company on
the delivery date or dates and in the principal amount or amounts set forth
below:
<TABLE>
<CAPTION>
Date from Which
Delivery Date Principal Amount Interest Accrues
- ------------- ---------------- ----------------
<S> <C> <C>
........................., 199.... $ ........................., 199....
........................., 199.... $ ........................., 199....
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its order
by certified or official bank check in .................. Clearing House funds
at the office of .........................., or by wire transfer to a bank
account specified by the Company, on [the] [such] Delivery Date upon delivery to
the undersigned of the Designated Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered
28
<PAGE>
in such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
condition that the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject. The obligation of the
undersigned to take delivery of and make payment for Designated Securities
shall not be affected by the failure of any purchaser to take delivery of and
make payment for Designated Securities pursuant to other contracts similar to
this contract.
[The undersigned understands that underwriters (the "Underwriters") are also
purchasing Designated Securities from the Company, but that the obligations of
the undersigned hereunder are not contingent on such purchases.] Promptly after
completion of the sale to the Underwriters the Company will mail or deliver to
the undersigned at its address set forth below notice to such effect,
accompanied by a copy of the Opinion of Counsel for the Company delivered to the
Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.
29
<PAGE>
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this (contract) is in the Company's sole discretion and
that, without limiting the foregoing, acceptances of such contracts need not be
on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract between the Company and
the undersigned when such counterpart is so mailed or delivered by the Company.
Yours very truly,
...........................................
(Name of Purchaser)
By
.........................................
(Signature)
...........................................
(Name and Title)
...........................................
(Address)
Accepted, ..............., 199......
CIGNA Corporation
By .................................
[Title]
30
<PAGE>
EXHIBIT 5
[CIGNA LOGO]
Thomas J. Wagner One Liberty Place
Executive Vice President 1650 Market Street
and General Counsel P.O. Box 7716
CIGNA Corporation Philadelphia, PA 19192-1550
November 25, 1997
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, Pennsylvania 19192-1550
Re: CIGNA Corporation - Registration
Statement on Form S-3
--------------------------------
Ladies and Gentlemen:
As Executive Vice President and General Counsel of CIGNA Corporation (the
"Company"), I have acted as counsel for the Company in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-3 ("Registration Statement") and Prospectus thereto ("Prospectus"),
relating to a proposed shelf registration of Debt Securities, Common Stock, par
value $l.00 per share, and Preferred Stock, par value $l.00 per share, of the
Company, at a proposed maximum aggregate offering price of $800,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.
The Debt Securities may be Convertible Subordinated Debt Securities which,
unless previously redeemed or otherwise purchased or acquired, will be
convertible during the specified conversion period into shares of the Company's
Common Stock, or may be Senior Debt Securities, which will not be convertible.
The Senior Debt Securities are to be issued under an Indenture, dated January 1,
1994, ("Senior Indenture") between the Company and Marine Midland Bank, N.A.
(now known as Marine Midland Bank), as Trustee, and the Convertible Subordinated
Debt Securities are to be issued under an Indenture ("Convertible Subordinated
Indenture") to be entered into by the Company and Marine Midland Bank, N.A. (now
known as Marine Midland Bank), as Trustee.
The Senior Debt Securities may be sold pursuant to a proposed distribution
agreement ("Distribution Agreement") wherein the Company would appoint agents
for the purpose of soliciting offers to purchase the Senior Debt Securities from
the Company, and who may also purchase the Senior Debt Securities as principals
directly from the Company. The Senior Debt Securities may also be sold pursuant
to a proposed underwriting agreement ("Senior Debt Underwriting Agreement").
The Convertible Subordinated Debt Securities are to be sold pursuant to a
proposed underwriting agreement ("Convertible Subordinated Debt Underwriting
Agreement"). The Common Stock and Preferred Stock are to be sold pursuant to an
underwriting agreement ("Stock Underwriting Agreement"), the terms of which will
be determined, and which will be entered into, by the Company and underwriters
selected by the Company.
<PAGE>
In connection with this Opinion, I have examined, or caused to be examined, the
Senior Indenture and Senior Debt Underwriting Agreement, and forms of the
Distribution Agreement, the Convertible Subordinated Debt Underwriting Agreement
and the Convertible Subordinated Indenture (which were filed as exhibits to the
Registration Statement), and have reviewed or caused to be reviewed, and have
relied upon, originals, reproductions or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and records of the
Company and its subsidiaries, certificates of public officials and, as to
matters of fact, officers of the Company and its subsidiaries, and such other
documents, and have reviewed or caused to be reviewed such matters of law and
consulted with such other attorneys within the Company's Legal Division and, as
to matters of fact, such other officers and employees of the Company and its
subsidiaries, as I have deemed appropriate for the purpose of rendering this
Opinion. In such examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to authentic originals of all
documents submitted to me as certified or reproduced copies. In making my
examination of documents executed or to be executed by parties other than the
Company, I have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that such documents
constitute valid and binding obligations of such parties.
On the basis of the foregoing, when the Registration Statement becomes effective
under the Act, the applicable Prospectus Supplement has been filed, the
Distribution Agreement, the Senior Debt Underwriting Agreement, the Convertible
Subordinated Debt Underwriting Agreement, the Convertible Subordinated Indenture
and the Stock Underwriting Agreement have been duly executed, as applicable, I
am of the opinion that (a) the Debt Securities have been duly authorized and,
when and if duly executed, authenticated, issued and delivered against full
payment therefor in accordance with the terms of the Distribution Agreement, the
Senior Debt Underwriting Agreement or the Convertible Subordinated Debt
Underwriting Agreement, as applicable, and the Senior Indenture or the
Convertible Subordinated Indenture, as applicable, and the Prospectus and
applicable Prospectus Supplement, will be legally issued and will constitute
legally binding obligations of the Company, subject to applicable bankruptcy,
reorganization, insolvency, or other similar laws or equitable principles
affecting creditors' rights generally and general principles of equity or at
law, (b) the shares of Common Stock initially issuable upon conversion of the
Convertible Subordinated Debt Securities have been duly authorized by the
Company's Certificate of Incorporation and, when and if the Board of Directors
of the Company or an authorized committee of the Board of Directors of the
Company duly adopts a resolution
<PAGE>
authorizing the issuance of shares of Common Stock upon conversion of the
Convertible Subordinated Debt Securities, and when and if such shares of Common
Stock have been duly issued and delivered upon such conversion in accordance
with the terms of the Convertible Subordinated Debt Underwriting Agreement and
the Convertible Subordinated Indenture, and the Prospectus and applicable
Prospectus Supplement, such shares will be legally issued, fully paid and non-
assessable, (c) the shares of Common Stock have been duly authorized by the
Company's Certificate of Incorporation and, when and if the Board of Directors
of the Company or an authorized committee of the Board of Directors of the
Company duly adopts a resolution authorizing the issuance of shares of Common
Stock, and when and if such shares of Common Stock have been duly issued and
delivered against full payment therefor in accordance with the terms of the
Stock Underwriting Agreement and the Prospectus and applicable Prospectus
Supplement, such shares will be legally issued, fully paid and non-assessable,
and (d) the shares of Preferred Stock have been duly authorized by the Company's
Certificate of Incorporation and, when and if the Board of Directors of the
Company or an authorized committee of the Board of Directors duly adopts a
resolution and certificate of designation providing for the issue of shares of
Preferred Stock in one or more series and providing for the terms thereof in
accordance with the authorization expressly provided for in the Company's
Certificate of Incorporation and files the certificate of designation with the
appropriate Delaware state offices, and when and if such shares of Preferred
Stock have been duly issued and delivered against full payment therefor in
accordance with the terms of the Stock Underwriting Agreement and the Prospectus
and applicable Prospectus Supplement, such shares will be legally issued, fully
paid and non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Prospectus to the
Registration Statement (and, in each case, in any subsequent registration
statement relating to an offering pursuant to Rule 462(b) of the Act) under the
caption "Validity of Securities".
Very truly yours,
/s/ Thomas J. Wagner
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1997, appearing on page
44 of the 1996 Annual Report to Shareholders of CIGNA Corporation, which is
incorporated by reference in CIGNA Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page FS-2 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
November 25, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
23rd day of October, l997.
/s/ Robert P. Bauman
--------------------
Robert P. Bauman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
22nd day of October, l997.
/s/ Robert H. Campbell
----------------------
Robert H. Campbell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
22nd day of October, l997.
/s/ Alfred C. DeCrane, Jr.
--------------------------
Alfred C. DeCrane, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
23rd day of October, l997.
/s/ Bernard M. Fox
------------------
Bernard M. Fox
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
22nd day of October, l997.
/s/ Marilyn W. Lewis
--------------------
Marilyn W. Lewis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of October, l997.
/s/ Paul F. Oreffice
--------------------
Paul F. Oreffice
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
25th day of October, l997.
/s/ Charles R. Shoemate
-----------------------
Charles R. Shoemate
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
31st day of October, l997.
/s/ Louis W. Sullivan, M.D.
---------------------------
Louis W. Sullivan, M.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and
Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby
makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and
ROBERT A. LUKENS, and each of them (with full power to act without the other),
as the undersigned's true and lawful attorneys-in-fact and agents, with full
power and authority to act in any and all capacities for and in the name, place
and stead of the undersigned in connection with the filing with the Securities
and Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
23rd day of October, l997.
/s/ Wilson H. Taylor
--------------------
Wilson H. Taylor
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
23rd day of October, l997.
/s/ Harold A. Wagner
--------------------
Harold A. Wagner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA
Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
and each of them (with full power to act without the other), as the
undersigned's true and lawful attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of l933, as amended (the
"Securities Act"), of any and all registration statements and all amendments
thereto pertaining to offerings by CIGNA of debt securities, preferred stock and
common stock, including, without limitation, a registration statement on Form S-
3 and a registration statement under Rule 462(b) of the Securities Act.
Such attorneys-in-fact and agents, or any of them, are also hereby granted
full power and authority, on behalf of and in the name, place and stead of the
undersigned, to execute and deliver all such registration statements,
registrations, amendments, qualifications and notifications, to execute and
deliver any and all such other documents, and to take further action as they, or
any of them, deem appropriate. The powers and authorities granted herein to
such attorneys-in-fact and agents, and each of them, also include the full
right, power and authority to effect necessary or appropriate substitutions or
revocations. The undersigned hereby ratifies, confirms, and adopts, as his own
act and deed, all action lawfully taken by such attorneys-in-fact and agents, or
any of them, or by their respective substitutes, pursuant to the powers and
authorities herein granted. This Power of Attorney expires by its terms and
shall be of no further force and effect on May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
22nd day of October, l997.
/s/ Carol Cox Wait
------------------
Carol Cox Wait
<PAGE>
EXHIBIT 24.2
[LOGO OF CIGNA APPEARS HERE]
One Liberty Place
1650 Market Street
P.O. Box 7716
Philadelphia, PA 19192-1550
Telephone 215-761-1000
Certified to be a true and correct copy of the resolutions adopted by the Board
of Directors of CIGNA Corporation at a meeting held on September 24, 1997, a
quorum being present, and such resolutions are still in full force and effect as
of this date of certification, not having been amended, modified or rescinded
since the date of their adoption.
- --------------------------------------------------------------------------------
RESOLVED, That the Officers of the Corporation, and each of them,
are hereby authorized and empowered to execute, in the name and on
behalf of and as attorneys for the Corporation and each of its
Directors and Officers, a registration statement or registration
statements covering the Offering (including, without limitation, the
offering of securities of the Corporation or any Subsidiary into which
Preferred Stock and Debt Securities are convertible or exchangeable),
and all amendments thereto, including post-effective amendments (the
"Registration Statement"), under the Securities Act of 1933, as
amended, in such form as the Officers executing the same shall deem
advisable, to procure all other necessary signatures thereto, and to
file with the Securities and Exchange Commission the Registration
Statement, when so executed (together with the appropriate exhibits
thereto, including any amended, revised and additional exhibits), and
such supplements or amendments to any prospectus relating thereto, and
such other documents, requests for no-action, instruments and
applications, as such Officers, or any of them, may determine to be
necessary or appropriate, the filing thereof to be conclusive evidence
of the approval thereof by the Board of Directors of the
<PAGE>
Corporation.
RESOLVED, That the Proper Officers of the Corporation, and each
of them, are hereby authorized to sign the Registration Statement in
the name and on behalf of and as attorneys for the Corporation and
each of its Directors and Officers.
RESOLVED, That each Officer and Director of the Corporation, who
may be required to execute (whether on behalf of the Corporation or as
an Officer or Director thereof) any Registration Statement authorized
by the foregoing resolutions, is hereby authorized to execute and
deliver a power of attorney appointing such person or persons named
therein as true and lawful attorneys and agents to execute in the
name, place and stead (in any such capacity) of any such Officer or
Director said Registration Statement and to file any such power of
attorney together with the Registration Statement with the Securities
and Exchange Commission.
Date: November 24, 1997 /s/ CAROL J. WARD
----------------------
Carol J. Ward
Corporate Secretary
