<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ATWOOD OCEANICS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
050095108
- --------------------------------------------------------------------------------
(CUSIP Number)
Joel W. Messing - Assistant General Counsel
CIGNA Corporation, Hartford, CT 06152 (203) 726-5445
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 12, 1995
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (l) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
THIS SCHEDULE 13D IS RESTATED IN ITS ENTIRETY PURSUANT TO RULE 101 OF
REGULATION S-T. THE EFFECTED PORTIONS REQUIRING AMENDMENT ARE IN ITEM 5.
Page 1 of 24 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 050095108 Page 2 of 24 Pages
________________________________________________________________________________
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CIGNA Corporation
06-1059331
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
/a/
/b/
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions)
N/A
________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
________________________________________________________________________________
6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
(7) Sole Voting Power 0
Number of ________________________________________________________
Shares
Beneficially (8) Shared Voting Power 261,402
Owned ________________________________________________________
by Each
Reporting (9) Sole Dispositive Power 0
Person ________________________________________________________
With
(10) Shared Dispositive Power 261,402
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
261,402
________________________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/ /
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
4.0%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions)
HC, CO
________________________________________________________________________________
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 050095108 Page 3 of 24 Pages
________________________________________________________________________________
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insurance Company of North America
23-0723970
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
/a/
/b/
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions)
N/A
________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
________________________________________________________________________________
6) Citizenship or Place of Organization
Pennsylvania
________________________________________________________________________________
(7) Sole Voting Power 0
Number of _________________________________________________________
Shares
Beneficially (8) Shared Voting Power 261,402
Owned _________________________________________________________
by Each
Reporting (9) Sole Dispositive Power 0
Person _________________________________________________________
With
(10) Shared Dispositive Power 261,402
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
261,402
________________________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/ /
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
4.0%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO, IC
________________________________________________________________________________
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 050095108 Page 4 of 24 Pages
________________________________________________________________________________
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Philadelphia Investment Corporation of Delaware
23-2126061
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
/a/
/b/
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions)
N/A
________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
________________________________________________________________________________
6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
(7) Sole Voting Power 0
Number of _________________________________________________________
Shares
Beneficially (8) Shared Voting Power 261,402
Owned _________________________________________________________
by Each
Reporting (9) Sole Dispositive Power 0
Person _________________________________________________________
With
(10) Shared Dispositive Power 0
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person
261,402
________________________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/ /
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
4.0%
________________________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO
________________________________________________________________________________
<PAGE> 5
Amendment No. 3 to Schedule 13D
This Amendment No. 3 hereby amends Item 5 of the statement on Schedule 13D
as originally filed on October 9, 1990 ("Original Statement"), and as amended on
August 8, 1991 ("Amendment No. 1"), and on February 27, 1992 ("Amendment No.
2"), with respect to the common stock, par value $ 1.00 per share, of Atwood
Oceanics, Inc.
Except where otherwise indicated in Item 5, the text of this Amendment No. 3
is a restatement of the text of the Original Statement as previously amended by
Amendment No. 1 and Amendment No. 2.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $1.00 per share
("Common Stock"), of Atwood Oceanics, Inc., a Texas corporation ("Issuer"). The
address of the principal executive offices of the Issuer is:
15835 Park Ten Place Drive
P.O. Box 218350
Houston, Texas 77218
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Philadelphia Investment
Corporation of Delaware, a Delaware corporation ("PICD"), Insurance Company of
North America, a Pennsylvania corporation ("INA"), and CIGNA Corporation, a
Delaware corporation ("CIGNA," and together with PICD and INA, the "Reporting
Persons"). PICD, INA and CIGNA have agreed to file a joint statement pursuant
to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934. A copy of the
Joint Filing Agreement is attached hereto as Exhibit G. PICD and INA are
indirect wholly-owned subsidiaries of CIGNA.
(b) The address of the principal business and the address of the
principal office of PICD is:
One Beaver Valley Road
Wilmington, Delaware 19850
The address of the principal business and the address of the principal
office of CIGNA is:
One Liberty Place
1650 Market Street
Philadelphia, Pennsylvania 19192
Page 5 of 24 Pages
<PAGE> 6
The address of the principal business and the address of the principal
office of INA is:
Two Liberty Place
1601 Chestnut Street
Philadelphia, Pennsylvania 19192
Attached hereto as Schedule 1 and incorporated by reference herein is a
list of all executive officers and directors of each Reporting Person, together
with the address, principal occupation or employment, and citizenship of each
person listed thereon.
(c) PICD is a holding company which, through its subsidiaries,
invests in oil and gas properties and related service industry interests.
INA is licensed to underwrite all lines of property and
casualty insurance and reinsurance. INA also provides related insurance
services (e.g. loss control services).
CIGNA is a holding company which, through its subsidiaries,
provides insurance and related financial services.
(d) and (e) During the past five years, none of the Reporting
Persons nor any person listed on Schedule 1 was (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) PICD and CIGNA are corporations incorporated under the laws of
the State of Delaware. INA is a corporation incorporated under the laws of the
State of Pennsylvania. All persons named on Schedule 1, except Mr. David W.
Johnson, are citizens of the United States. Mr. David W. Johnson is a citizen
of Australia.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
PICD purchased the Common Stock reported in Item 5 of this statement
for $10,090,903.72. The source of the funds used in making this purchase was a
line of credit (the "Line of Credit") provided to PICD by CIGNA Holdings, Inc.,
a wholly-owned subsidiary of CIGNA (the "Lender"), a copy of which is attached
hereto as Exhibit B. The Line of Credit provides up to $20,000,000 for PICD's
use. At the Lender's option, the loans are made under either (i) an average
cost of funds basis, in which case the loans are payable on demand and bear
interest at the average cost of short term funds incurred by CIGNA plus .25% per
annum, or (ii) a fixed rate and maturity basis, in which case the loans have a
maturity of not more than 270 days and bear interest at a rate equivalent to the
interest rate(s) associated
Page 6 of 24 Pages
<PAGE> 7
with CIGNA's issuance of commercial paper of equivalent maturities plus .25%
per annum. There are no conditions precedent to making loans under the Line of
Credit other than the execution and delivery of the Line of Credit documents
and the notification of the Lender by PICD of its desire to borrow funds.
There are no restrictions or affirmative duties concerning the operations or
properties of PICD imposed under the Line of Credit. Loans made under the Line
of Credit are unsecured. The Line of Credit can be terminated immediately by
the Lender upon an Event of Default (as defined in the Line of Credit) or by
either party upon at least 30 day's prior written notice.
INA purchased the Common Stock reported in Item 5 of this statement
from PICD at the market value of the Common Stock on February 25, 1992 for an
aggregate consideration of $5,754,370.50. The funds for INA's purchase of the
Common Stock were obtained from invested assets available for reinvestment.
ITEM 4. PURPOSE OF TRANSACTION.
PICD purchased the Common Stock reported in Item 5 of this statement
from the Issuer pursuant to a Closing Agreement dated September 26, 1990, a copy
of which is attached as Exhibit C (the "Closing Agreement"). PICD purchased the
Common Stock as part of a group of transactions the purpose of which was to
provide for the ongoing operation, funding, and management of certain limited
partnerships in which affiliates of PICD and the Issuer own interests. The
specific purpose of PICD's purchase of Common Stock was to provide the Issuer
with cash to be used in meeting its obligations under these transactions and the
Closing Agreement. PICD plans to hold the Common Stock as an investment, and
except as described in Item 6 below, does not plan to change or influence the
management of the Issuer, increase its interest in the Issuer, or dispose of
securities of the Issuer.
Pursuant to the Closing Agreement, the Issuer agreed: (i) to register
the Common Stock owned by PICD or any of its affiliates by filing one or more
"shelf" registration statements under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), during a certain time period following the
Issuer's fiscal year ended September 30, 1990 and (ii) to include certain shares
of the Common Stock held by PICD in any future underwritten public offering of
the Common Stock. In accordance with the terms of the Closing Agreement, the
Issuer filed a Registration Statement (No. 33-39993) on Form S-3 (the
"Registration Statement") to register the resale of the Common Stock owned by
PICD. Amendment No. 1 to the Registration Statement was filed by the Issuer
with the Securities and Exchange Commission on August 9, 1991. In connection
with the registration of such shares of Common Stock, PICD and the Issuer
entered into a Distribution Agreement (the "Distribution Agreement") dated as of
August 8, 1991. The Distribution Agreement contains provisions which govern
certain of PICD's and the Issuer's rights and obligations with respect to the
registration of Common Stock made pursuant to the Closing Agreement.
Page 7 of 24 Pages
<PAGE> 8
Among other things, the Distribution Agreement provides that if the
Issuer pursues an underwritten public offering of its Common Stock and, due to a
need to limit the size of the offering, the amount of Common Stock to be offered
for the account of PICD is reduced, then PICD or any affiliate of PICD holding
Common Stock registered pursuant to the shelf registration rights granted in the
Closing Agreement ("Holder") agrees not to sell or otherwise dispose of such
Common Stock (other than those included in the registration) for a certain
period of time without the prior consent of the Issuer or the underwriters.
Further, under the Distribution Agreement, the Issuer and PICD and each Holder
have agreed generally to indemnify each other and specified other persons with
respect to certain matters related to the registration of the Common Stock held
by PICD or its affiliates. The Distribution Agreement also imposes contribution
obligations on PICD and each Holder under certain circumstances in the event
that the indemnification provisions are unenforceable. The foregoing
descriptions of the Distribution Agreement and the Closing Agreement are
qualified in their entirety by the complete text of the documents. The Closing
Agreement appears as Exhibit C to the Original Statement. A copy of the
Distribution Agreement is set forth as Exhibit E hereto and incorporated herein
by reference.
PICD has reviewed its investment in the Issuer and intends to evaluate
such investment on a continuing basis. In connection with such continuing
review, PICD requested that the Issuer take steps to comply with the "shelf"
registration rights provided for in the Closing Agreement pursuant to which the
Registration Statement was filed, and depending upon certain other factors,
including general economic and financial conditions, PICD may in the future
decide to dispose of all or a portion of its holdings of Common Stock. Sales or
dispositions, if made pursuant to the Registration Statement, may be through
underwriters or dealers, through agents, or directly to one or more purchasers
depending upon the course of action PICD pursues, market conditions and other
factors. At such time as Rule 144 under the Securities Act becomes available to
PICD, PICD may sell the Common Stock either under Rule 144 or pursuant to the
Registration Statement. For internal management and asset control purposes of
CIGNA, the shares of Common Stock held by PICD may be transferred from PICD to
another subsidiary or indirect subsidiary of CIGNA. In addition, PICD or other
affiliates of CIGNA may purchase additional shares of Common Stock.
On February 26, 1992, INA purchased the Common Stock reported in Item 5
of this statement from PICD pursuant to resolutions adopted by the Executive
Committee of the Board of Directors of INA on August 14, 1991 and by the Board
of Directors of PICD on September 19, 1991 ("Stock Resolutions"), copies of
which are attached hereto as Exhibit H. The purpose of the sale of the Common
Stock was to enable PICD to repay certain outstanding loans. The Common Stock
owned by INA has been acquired for investment purposes. INA will evaluate its
investment in the Common Stock on a continuing basis, and depending upon certain
factors, including general economic and financial conditions, INA may in the
future decide to dispose of all or a portion of its holdings of Common Stock.
For internal management and asset control purposes of CIGNA, the shares of
Common Stock held by INA may be transferred from INA to another subsidiary or
indirect subsidiary of CIGNA. In addition, INA or other affiliates of CIGNA may
purchase additional shares of Common Stock.
Page 8 of 24 Pages
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following paragraph (a) replaces in its entirety paragraph (a) of the
Original Statement, as amended by Amendment No. 1 and Amendment No 2:
(a) As of the date of the Original Statement, PICD directly owned
584,981 shares of Common Stock, all of which were purchased pursuant to the
Closing Agreement, which represented 8.9% of the shares of Common Stock then
outstanding (according to publicly available information and including the
shares purchased by PICD).
As of the date of Amendment No. 1, PICD directly owned 561,402
shares of Common Stock, which represented 8.5% of the shares of Common Stock
then outstanding (according to publicly available information), following PICD's
exercise of its right under the Closing Agreement to put certain shares of
Common Stock to the Issuer and the resulting repurchase by the Issuer of 23,579
shares at a purchase price of $17.25 per share.
As of the date of Amendment No. 2, INA directly owned 561,402
shares of Common Stock, which represented 8.5% of the shares of Common Stock
then outstanding (according to publicly available information), following INA's
purchase of such shares from PICD on February 26, 1992 pursuant to the Stock
Resolutions, and PICD owned no shares of Common Stock directly.
As of the date hereof, INA directly owns 261,402 shares of
Common Stock, which represents 4.0% of the 6,582,613 shares of Common Stock
outstanding as of December 31, 1994 as reported in the Issuer's Form 10-Q for
the quarter ended March 31, 1995 filed with the Securities and Exchange
Commission.
PICD, through its right to nominate a director to the Issuer's
Board of Directors pursuant to the Shareholders' Agreement and the Closing
Agreement, may be deemed to beneficially own the shares of Common Stock directly
owned by INA.
CIGNA, through its indirect ownership of INA, may also be
deemed to have beneficial ownership of the Common Stock directly owned by INA.
(b) INA has the power to vote, direct the vote, dispose of, and
direct the disposition of the shares of Common Stock through INA's direct
ownership of the Common Stock. PICD has the right to nominate a director to the
Issuer's Board of Directors pursuant to the Shareholders' Agreement and the
Closing Agreement. Pursuant to such right, PICD may be deemed to have shared
power to vote or direct the vote of the Common Stock owned by INA. CIGNA,
through its indirect ownership of INA, may be deemed to have shared power to
vote, direct the vote, dispose of and direct the disposition of the shares of
Common Stock owned by INA.
Page 9 of 24 Pages
<PAGE> 10
The following paragraph (c) replaces in its entirety paragraph (c) of the
Original Statement, as amended by Amendment No. 1 and Amendment No. 2:
(c) On June 12, 1995, INA sold 300,000 shares of Common Stock
pursuant to the Registration Statement to a single purchaser at a price per
share of $14.75. No other transactions in the Common Stock have been effected
during the past 60 days by any of the Reporting Persons.
(d) Except as described in Item 6, no other person is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock owned by the Reporting
Persons.
The following paragraph (e) replaces in its entirety paragraph (e) of the
Original Statement, as amended by Amendment No. 1 and Amendment No. 2:
(e) Upon settlement of the sale described in Item 5(c) above on
June 14, 1995, INA ceased to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
PICD has the right, pursuant to the Closing Agreement, to nominate one
person to be a member of the Issuer's board of directors, and the Issuer has the
obligation to include such nominee in the slate of nominees recommended by the
management of the Issuer. PICD has selected Robert W. Burgess, an Officer of
CIGNA, as its nominee.
PICD entered into a Shareholders' Agreement (the "Shareholders'
Agreement") dated as of September 26, 1990 with Helmerich and Payne, Inc., a
Delaware corporation ("H&P"), and Helmerich and Payne International Drilling
Co., a Delaware corporation ("HPID"), a copy of which is attached as Exhibit D,
pursuant to which H&P and HPID agreed, for so long as PICD or any of its
affiliates own any shares of Common Stock, to vote all of the shares of Common
Stock they own (approximately 27.9% of the outstanding Common Stock according to
publicly available information) in favor of the election of a PICD nominee to
the Issuer's board of directors.
The Shareholders' Agreement also provides that without the consent of
PICD, H&P and HPID, individually and collectively, will not engage in any
transaction or series of transactions, the effect of which would be to reduce
H&P's and HPID's cumulative ownership of Common Stock to less than 20% of the
outstanding Common Stock. If H&P or HPID does enter into such a transaction, or
if either otherwise suffer a dilution of their cumulative ownership to less than
20% of the outstanding Common Stock, then H&P and HPID will obtain an option for
PICD to sell its Common Stock concurrently with, and on terms similar to, such
transaction. The Shareholders' Agreement has a term of ten years.
Page 10 of 24 Pages
<PAGE> 11
The Closing Agreement provides that the Issuer shall sell to
PICD and PICD shall purchase from the Issuer a certain number of shares of
Common Stock at a purchase price of $17.25 per share. The specific number of
shares is to be based on the level of capital expenses incurred by the Issuer
relating to limited partnerships of which affiliates of PICD are limited
partners and of which affiliates of the Issuer are the general partners and
limited partners (the "Partnerships"). The Issuer is required to apply the
proceeds of such sales to such capital expenses.
The Closing Agreement also provides that at PICD's option, the
Issuer shall purchase shares of Common Stock owned by PICD at a purchase price
of $17.25 per share. The number of shares subject to this option will vary
depending on the level of capital expenses funded by PICD relating to the
Partnerships.
The Closing Agreement provides PICD with certain rights
regarding the registration under the Securities Act of 1933 of the Common Stock
owned by it.
The information provided in Item 4 above relating to the
Distribution Agreement is incorporated by reference herein. On March 11, 1991
the Issuer, PICD and certain other entities which are parties thereto, executed
a Memorandum of Correction to Closing Agreement and Amended and Restated
Funding Agreement ("Memorandum of Correction") that has not previously been
filed as an exhibit. The Memorandum of Correction, among other things,
corrects certain errors in the Closing Agreement. A copy of the Memorandum of
Correction is set forth as Exhibit F hereto and incorporated herein by
reference.
On December 20, 1991, the Issuer, PICD and certain other
entities which are parties thereto, executed an Amendment to Closing Agreement
("Amendment to Closing Agreement"), pursuant to which certain rights granted to
PICD under the Closing Agreement are extended to the affiliates of PICD which
own Common Stock. A copy of the Amendment to Closing Agreement is set forth as
Exhibit I hereto and incorporated herein by reference.
PICD, Helmerich and Payne, Inc., a Delaware corporation
("H&P"), and Helmerich and Payne International Drilling Co., a Delaware
corporation ("HPID"), executed an Amendment to Shareholders' Agreement
("Amendment to Shareholders' Agreement") on December 20, 1991, a copy of which
is attached hereto as Exhibit J and incorporated herein by reference. The
Amendment to Shareholders' Agreement extends certain rights granted to PICD
under the Shareholders' Agreement to the affiliates of PICD which own Common
Stock.
Page 11 of 24 Pages
<PAGE> 12
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement
Exhibit B - Line of Credit
Exhibit C - Closing Agreement
Exhibit D - Shareholders' Agreement
Exhibit E - Distribution Agreement
Exhibit F - Memorandum of Correction
Exhibit G - Joint Filing Agreement
Exhibit H - Stock Resolutions
Exhibit I - Amendment to Closing Agreement
Exhibit J - Amendment to Shareholders' Agreement
Page 12 of 24 Pages
<PAGE> 13
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
CIGNA CORPORATION
June 19, 1995 By: /s/ David C. Kopp
- -------------- ---------------------------------------
Date Name: David C. Kopp
Title: Assistant Corporate Secretary
Page 13 of 24 Pages
<PAGE> 14
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
INSURANCE COMPANY OF NORTH AMERICA
June 19, 1995 By: /s/ David C. Kopp
- ----------------- ---------------------------------------
Date Name: David C. Kopp
Title: Assistant Corporate Secretary
Page 14 of 24 Pages
<PAGE> 15
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
PHILADELPHIA INVESTMENT CORPORATION OF
DELAWARE
June 19, 1995 By: /s/ William C. Hartman
- ----------------- ---------------------------------------
Date Name: William C. Hartman
Title: President
Page 15 of 24 Pages
<PAGE> 16
SCHEDULE 1
OFFICERS AND DIRECTORS OF PICD, INA AND CIGNA
CIGNA CORPORATION
<TABLE>
<CAPTION>
DIRECTORS
---------
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
ROBERT P. BAUMAN SB House Chief Executive, USA
Great West Road SmithKline
Brentford Beecham p.l.c.
Middelsex TW8 9BD (a manufacturer of
England pharmaceuticals and
health care products)
EVELYN BEREZIN 10 Tinker Lane Venture Capital USA
East Setauket, NY 11733 Consultant
ALFRED C. DECRANE, JR. 2000 Westchester Ave. Chairman of the Board, USA
White Plains, NY 10650 Texaco, Inc. (an
integrated oil, gas and
chemical manufacturer)
JAMES F. ENGLISH, JR. 777 Prospect Avenue President Emeritus, USA
West Hartford, CT 06105 Trinity College
DAVID W. JOHNSON Campbell Place President and Chief Australia
Camden, NJ 08103 Executive Officer,
Campbell Soup Company (a
manufacturer of prepared
foods)
FRANK S. JONES Massachusetts Institute Ford Professor of Urban USA
of Technology Affairs, Massachusetts
Building 3, Room 401 Institute of Technology
Cambridge, MA 02139
ROBERT D. KILPATRICK James Center III Retired Chairman of the USA
1051 E. Cary Street Board, CIGNA Corporation
Suite 1208
Richmond, VA 23219
GERALD D. LAUBACH 50 East 89th Street Retired President, USA
New York, NY 10128 Pfizer Inc. (as
manufacturer of
pharmaceuticals)
</TABLE>
Page 16 of 24 pages
<PAGE> 17
CIGNA CORPORATION
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
PAUL F. OREFFICE 2030 Willard H. Dow Chairman of the Board, USA
Center The Dow Chemical Company
Midland, MI 48674 (a manufacturer of
chemicals, metals,
plastics and other
products)
CHARLES R. SHOEMATE International Plaza Chairman and Chief USA
Englewood Cliffs, NJ Executive Officer, CPC
07632 International Inc. (a
manufacturer of food
products)
WILSON H. TAYLOR One Liberty Place Chairman of the Board USA
1650 Market Street and Chief Executive
Philadelphia, PA 19192 Officer, CIGNA
Corporation
HICKS B. WALDRON 242 Trumbull St. Retired Chairman and USA
Hartford, CT 06103 Chief Executive Officer,
Avon Products Inc. (a
manufacturer of beauty
products)
EZRA K. ZILKHA 30 Rockfeller Plaza President, Zilkha & Sons, USA
Room 4220 Inc. (an investment
New York, NY 10112-0153 company)
EXECUTIVE OFFICERS
------------------
CALEB L. FOWLER Two Liberty Place Executive Vice President, USA
1601 Chestnut Street CIGNA Corporation, and
Philadelphia, PA 19192 President - Domestic
Property and Casualty
Division, CIGNA
Companies
DONALD M. LEVINSON One Liberty Place Executive Vice President USA
1650 Market Street - Human Resources and
Philadelphia, PA 19192 Services Division, CIGNA
Corporation
G. ROBERT O'BRIEN 900 Cottage Grove Road Executive Vice President USA
Bloomfield, CT 06002 CIGNA Corporation, and
President, Employee
Benefits Division, CIGNA
Companies
</TABLE>
Page 17 of 24 pages
<PAGE> 18
CIGNA CORPORATION
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
JAMES G. STEWART One Liberty Place Executive Vice President USA
1650 Market Street and Chief Financial
Philadelphia, PA 19192 Officer, CIGNA
Corporation
WILSON H. TAYLOR One Liberty Place Chairman of the Board USA
1650 Market Street and Chief Executive
Philadelphia, PA 19192 Officer, CIGNA
Corporation
GEORGE R. TRUMBULL 900 Cottage Grove Road Executive Vice USA
Bloomfield, CT 06002 President, CIGNA Corporation,
and President - Individual
Financial Services
Division, CIGNA
Companies
THOMAS J. WAGNER One Liberty Place Executive Vice USA
1650 Market Street President, General Counsel
Philadelphia, PA 19192 and Corporate Secretary,
CIGNA Corporation
LAWRENCE P. ENGLISH 900 Cottage Grove Road President-Designate, USA
Bloomfield, CT 06002 Employee Benefits
Division, CIGNA
Companies
H. EDWARD HANWAY CIGNA Worldwide President, CIGNA USA
1880 John F. Kennedy Worldwide Division,
Boulevard CIGNA Companies
Philadelphia, PA 19103
GORDON L. MURPHY Two Liberty Place President, Special USA
1601 Chestnut Street Benefits Division, CIGNA
Philadelphia, PA 19192 Companies
ARTHUR C. REEDS, III 900 Cottage Grove Road President - CIGNA USA
Bloomfield, CT 06002 Investment Division,
CIGNA Companies
</TABLE>
Page 18 of 24 pages
<PAGE> 19
INSURANCE COMPANY OF NORTH AMERICA
<TABLE>
<CAPTION>
DIRECTORS
---------
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
A. NORD BJORKE Two Liberty Place President, Insurance USA
1601 Chestnut Street Company of North
Philadelphia, PA 19192 America, and Senior Vice
President, CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
THOMAS P. COBB Two Liberty Place Senior Vice President, USA
1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
WARREN E. COUPLAND Two Liberty Place Senior Vice President, USA
1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
HOWARD V. DEMPSTER Two Liberty Place Senior Vice President and USA
1601 Chestnut Street Chief Financial Officer,
Philadelphia, PA 19192 Insurance Company of
North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
JAMES D. ENGEL Two Liberty Place Senior Vice President, USA
1601 Chestnut Street Claims Management
Philadelphia, PA 19192 Division, Insurance
Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
CALEB L. FOWLER Two Liberty Place Executive Vice USA
1601 Chestnut Street President, CIGNA Corporation,
Philadelphia, PA 19192 and President - Domestic
Property and Casualty
Division, CIGNA
Companies
</TABLE>
Page 19 of 24 pages
<PAGE> 20
INSURANCE COMPANY OF NORTH AMERICA
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
RICHARD J. HOAG Two Liberty Place Senior Vice President, USA
1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and
CIGNA Domestic Property
and Casualty Division,
CIGNA Companies
DENNIS P. KANE 1185 Avenue of the Senior Vice President, USA
Americas CIGNA Special Risk
New York, NY 10036 Department, Insurance
Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
JOHN A. MURPHY, JR. Two Liberty Place Vice President and Chief USA
1601 Chestnut Street Counsel, CIGNA Domestic
Philadelphia, PA 19192 Property and Casualty
Division, CIGNA
Companies
ARTHUR C. REEDS, III 900 Cottage Grove Road President-CIGNA USA
Bloomfield, CT 06002 Investment Division,
CIGNA Companies
JAMES G. STEWART One Liberty Place Executive Vice President USA
1650 Market Street and Chief Financial
Philadelphia, PA 19192 Officer, CIGNA
Corporation
THOMAS J. WAGNER One Liberty Place Executive Vice USA
1650 Market Street President, General Counsel
Philadelphia, PA 19192 and Corporate Secretary,
CIGNA Corporation
EXECUTIVE OFFICERS
------------------
CALEB L. FOWLER Two Liberty Place Executive Vice USA
CHAIRMAN OF THE BOARD 1601 Chestnut Street President, CIGNA Corporation,
Philadelphia, PA 19192 and President - Domestic
Property and Casualty
Division, CIGNA
Companies
</TABLE>
Page 20 of 24 pages
<PAGE> 21
INSURANCE COMPANY OF NORTH AMERICA
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
A. NORD BJORKE Two Liberty Place President, Insurance USA
PRESIDENT 1601 Chestnut Street Company of North
Philadelphia, PA 19192 America, and Senior Vice
President, CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
THOMAS P. COBB Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
WARREN E. COUPLAND Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
HOWARD V. DEMPSTER Two Liberty Place Senior Vice President USA
SENIOR VICE PRESIDENT 1601 Chestnut Street and Chief Financial
Philadelphia, PA 19192 Officer, Insurance
Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
JAMES D. ENGEL Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Claims Management
Philadelphia, PA 19192 Division, Insurance
Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
H. EDWARD HANWAY Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and
President, CIGNA
Worldwide Division,
CIGNA Companies
</TABLE>
Page 21 of 24 pages
<PAGE> 22
INSURANCE COMPANY OF NORTH AMERICA
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
RICHARD J. HOAG Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
DENNIS P. KANE 1185 Avenue of the Senior Vice President, USA
SENIOR VICE PRESIDENT Americas CIGNA Special Risk
New York, NY 10036 Department, Insurance
Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
RICHARD A. MORRISEY Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
GORDON L. MURPHY Two Liberty Place Chairman and President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Life Insurance Company
Philadelphia, PA 19192 of North America, and
President, Special
Benefits Division, CIGNA
Companies
ROBERT L. ROBINSON Two Liberty Place Senior Vice President USA
SENIOR VICE PRESIDENT 1601 Chestnut Street and Chief Counsel, CIGNA
Philadelphia, PA 19192 Corporation
ERIC O. SCHEFFLER Two Liberty Place Senior Vice President, USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of
Philadelphia, PA 19192 North America, and CIGNA
Systems Division, CIGNA
Companies
NORMAN M. WAYNE Two Liberty Place President, CIGNA USA
SENIOR VICE PRESIDENT 1601 Chestnut Street Reinsurance Company, and
Philadelphia, PA 19192 President, CIGNA
Property and Casualty
Reinsurance Division,
CIGNA Companies
</TABLE>
Page 22 of 24 pages
<PAGE> 23
INSURANCE COMPANY OF NORTH AMERICA
(CONTINUED)
<TABLE>
<CAPTION>
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
ROBERT K. GROSS Two Liberty Place Assistant Vice USA
VICE PRESIDENT 1601 Chestnut Street President, Treasury
AND TREASURER Philadelphia, PA 19192 Operations, CIGNA
Corporation, and Vice
President and Treasurer,
Insurance Company of
North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
HARRY E. HOYT Two Liberty Place Assistant Corporate USA
VICE PRESIDENT AND 1601 Chestnut Street Secretary and Senior
CORPORATE SECRETARY Philadelphia, PA 19192 Counsel, CIGNA
Corporation, and Vice
President and Corporate
Secretary, CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
ROBERT P. IRVAN Two Liberty Place Vice President and Chief USA
VICE PRESIDENT 1601 Chestnut Street Actuary, Insurance
AND ACTUARY Philadelphia, PA 19192 Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
JOHN A. MURPHY, JR. Two Liberty Place Vice President and Chief USA
VICE PRESIDENT 1601 Chestnut Street Counsel, Insurance
AND CHIEF COUNSEL Philadelphia, PA 19192 Company of North
America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
JAMES A. SEARS Two Liberty Place Vice President and Chief USA
VICE PRESIDENT 1601 Chestnut Street Accounting Officer,
AND CONTROLLER Philadelphia, PA 19192 Insurance Company of
North America, and CIGNA
Domestic Property and
Casualty Division, CIGNA
Companies
</TABLE>
Page 23 of 24 pages
<PAGE> 24
PHILADELPHIA INVESTMENT CORPORATION OF DELAWARE
<TABLE>
<CAPTION>
DIRECTORS
---------
Present
Name Business Address Principal Occupation Citizenship
---- ---------------- -------------------- -----------
<S> <C> <C> <C>
PAUL B. LUKENS One Beaver Valley Road Chairman, CIGNA USA
Wilmington, DE 19850 Holdings, Inc.
BARRY A. BEROTH 900 Cottage Grove Road Assistant Vice USA
Bloomfield, CT 06002 President, Financial
Division, CIGNA
Investment Division
WILLIAM C. HARTMAN One Beaver Valley Road Assistant Vice USA
Wilmington, DE 19850 President, Corporate
Accounting, CIGNA
Holdings, Inc.
DAVID C. KOPP 900 Cottage Grove Road Assistant General USA
Bloomfield, CT 06002 Counsel, Legal Division,
and Assistant Corporate
Secretary, CIGNA
Corporation
CAROL J. WARD One Liberty Place Assistant Corporate USA
1650 Market Street Secretary, CIGNA
Philadelphia, PA 19192 Corporation
EXECUTIVE OFFICERS
------------------
WILLIAM C. HARTMAN, One Beaver Valley Road Assistant Vice USA
PRESIDENT Wilmington, DE 19850 President, Corporate
Accounting, CIGNA
Holdings, Inc.
JOHN M. DIIORIO, One Beaver Valley Road Assistant Director, USA
VICE PRESIDENT AND Wilmington, DE 19850 Corporate Treasury,
TREASURER CIGNA Holdings, Inc.
SAMUEL E. LAROSA, One Beaver Valley Road Assistant Director, USA
VICE PRESIDENT AND Wilmington, DE 19850 Corporate Accounting,
CONTROLLER CIGNA Holdings, Inc.
GREGORY S. BROWN, One Beaver Valley Road Manager, Corporate USA
SECRETARY Wilmington, DE 19850 Treasury, CIGNA
Holdings, Inc.
</TABLE>
Page 24 of 24 pages
