SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 3
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. 3 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 April 17, 1997, Parent announced that the required
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the Offer expired at
midnight on Wednesday, April 16, 1997. The Offer remains subject
to receipt of state regulatory approvals.
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 21, 1997 HEALTHSOURCE, INC.
By: /s/ Joseph M. Zubretsky
----------------------------
Name: Joseph M. Zubretsky
Title: Chief Financial Officer
