SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
HEALTHSOURCE, INC.
(Name of Subject Company)
HEALTHSOURCE, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
42221E 10 4
(CUSIP Number of Class of Securities)
Jon S. Richardson, Esq.
Special Counsel to the President
Healthsource, Inc.
Two College Park Drive
Hooksett, New Hampshire 03106
(603) 268-7000
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement).
With a Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
This Amendment supplements and amends as Amendment No. 2 the
Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on March 6, 1997 (the "Schedule 14D-9"), by
Healthsource, Inc., a New Hampshire corporation (the "Company"),
relating to the tender offer by CHC Acquisition, Corp., a New
Hampshire corporation (the "Purchaser") and an indirect wholly
owned subsidiary of CIGNA Corporation, a Delaware corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule
14D-1, dated March 6, 1997, to purchase all outstanding shares of
common stock, par value $0.10 per share (the "Shares"), of the
Company at a price of $21.75 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated March 6, 1997, and the related
Letter of Transmittal. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On March 27, 1997, Betty Grayson Kurzweil and Robert
Grayson, as trustees under the will of Florence Rosenman, filed a
Consented to Motion for Voluntary Non-Suit with Prejudice in the
Superior Court of Merrimack County for the State of New Hampshire
withdrawing, with prejudice, the complaint that they had filed on
March 7, 1997 in an action titled Betty Grayson Kurzweil and
Robert Grayson, as trustees under the will of Florence Rosenman,
on behalf of themselves and all others similarly situated v.
Healthsource, Inc., et al. The Company expects the Court to
grant the motion in due course. A copy of the Consented to
Motion for Voluntary Non-Suit with Prejudice is filed herewith as
Exhibit 19 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 19 - Consented to Motion for Voluntary Non-Suit with
Prejudice filed in the Superior Court, Merrimack
County, of the State of New Hampshire in an action
titled Betty Grayson Kurzweil and Robert Grayson,
as trustees under the will of Florence Rosenman,
on behalf of themselves and all others similarly
situated v. Healthsource, Inc., et al.
SIGNATURE
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.
Dated: April 2, 1997 Healthsource, Inc.
By: /s/ Joseph M. Zubretsky
----------------------------
Name: Joseph M. Zubretsky
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 19 Consented to Motion for Voluntary
Non-Suit with Prejudice filed in the
Superior Court, Merrimack County, of
the State of New Hampshire in an
action titled Betty Grayson Kurzweil
and Robert Grayson, as trustees under
the will of Florence Rosenman, on
behalf of themselves and all others
similarly situated v. Healthsource,
Inc. et. al.
STATE OF NEW HAMPSHIRE
MERRIMACK, SS SUPERIOR COURT
BETTY GRAYSON KURZWEIL and ROBERT GRAYSON, as trustees under the
will of FLORENCE ROSENMAN, on behalf of themselves and all
others similarly situated
v.
HEALTHSOURCE, INC., MERWYN BAGAN, M.D., PAUL D. BARON, M.D.,
ROBERT S. CATHCART, III, M.D., ROBERT H. BILBRO, M.D.,
DANIEL F. EUBANK, M.D., ROBERT A. LEIPOLD, M.D.,
FRANCIS G. MIDDLETON, M.D., NORMAN C. PAYSON, M.D.
DANIEL W. SCHALL, M.D., J HAROLD CHANDLER and CIGNA CORPORATION
Docket No. 97-C-112
CONSENTED TO MOTION FOR VOLUNTARY NON-SUIT WITH PREJUDICE
NOW COME Betty Grayson Kurzweil and Robert Grayson, as
trustees under the will of Florence Rosenman, on behalf of
themselves, plaintiffs in the within action, by and through
their attorneys, Upshall, Cooper & Temple, P.A. and respectfully
state as follows:
1. The within action was instituted by Writ dated March
7, 1997, returnable the first Tuedsay of April, 1997 and entered
with this Honorable Court on or about March 17, 1997.
2. Plaintiffs wish to withdraw said action, with
prejudice.
3. Counsel for plaintiffs have discussed plaintiffs'
intent to non-suit this matter with Daniel N. Gregoire, Esquire,
counsel for defendant Healthsource, Inc. and the individual
director defendants; and with Warren C. Nighswander, Esquire,
counsel for defendant Cigna Corporation. Defense counsel have
indicated that they consent to plaintiffs' voluntary non-suit
with prejudice.
WHEREFORE, Plaintiffs respectfully pray as follows:
A. That a voluntary non-suit with prejudice be entered in
the within matter as it relates to plaintiffs' claim.
Respectfully submitted
BETTY GRAYSON KURZWEIL and
ROBERT GRAYSON
By and through their attorneys,
UPSHALL, COOPER & TEMPLE, P.A.
/s/ Frederick E. Upshall, Jr.
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Frederick E. Upshall, Jr.
10 Green Street, P.O. Box 867
Concord NH 03302-0867
(603) 225-2791
OF COUNSEL: Shane The. Rowley
Jeffrey G. Smith
WOLF HALDENSTEIN
ADLER FREEMAN &
HERZ LLP
270 Madison Avenue
New York, NY 10016
(212) 545-4600
CERTIFICATION
I hereby certify that a copy of the within Consented to
Motion for Voluntary Non-Suit with Prejudice has this day been
mailed, postage prepaid, to Daniel N. Gregoire, Esquire, counsel
for Healthsource, Inc. and individual director defendants; and
Warren C. Nighswander, Esquire, counsel for Cigna Corp. in the
within action.
Date: March 27, 1997 /s/ Frederick E. Upshall, Jr.
-----------------------------
Frederick E. Upshall, Jr.
Docket #97-C-112, Kurzweil, et al v. Healthsource, Inc. et al
