SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 25, 1997
HEALTHSOURCE, INC.
(Exact Name of Registrant as Specified in Charter)
New Hampshire
(State or Other Jurisdiction of Incorporation)
1-11538 02-0387748
(Commission File Number) (IRS Employer Identification No.)
Two College Park Drive, 03106
Hooksett, New Hampshire (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (603) 268-7000
Not Applicable
(Former name or former address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 25, 1997, CIGNA Corporation, a Delaware corporation
("CIGNA"), through CHC Acquisition Corp., a New Hampshire
corporation and an indirect, wholly owned subsidiary of CIGNA
("CHC"), accepted for purchase 63,260,468 shares of the common
stock, par value $.10 per share (the "Shares"), of Healthsource,
Inc., a New Hampshire corporation (the "Company"), that had been
validly tendered and not withdrawn pursuant to CHC's tender offer
for all of the outstanding Shares at $21.75 per Share, net to the
seller in cash (the "Offer"). The Offer was made pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 27, 1997, by and among the Company, CIGNA and CHC, which
provides for, among other things, the making of the Offer by CHC
and, following the consummation of the Offer, the merger of CHC with
and into the Company.
The Shares purchased pursuant to the Offer constitute
approximately 98% of the Shares issued and outstanding.
The aggregate purchase price for the Shares purchased pursuant
to the Offer was $1,375,915,179. CHC obtained all funds needed for
such purchase through a capital contribution from CIGNA or its
affiliates. CIGNA obtained such funds from cash-on-hand and short-
term and long-term borrowings at market interest rates.
In accordance with the terms of the Merger Agreement, effective
upon payment being made for the Shares, Merwyn Bagan, M.D., Robert
H. Bilbro, M.D., J. Harold Chandler, Robert A. Leipold, M.D., Paul
D. Baron, M.D., Robert S. Cathcart, III, M.D., Daniel F. Eubank,
M.D., and David W. Schall, M.D. will resign from the Board of
Directors of the Company, and H. Edward Hanway, Joseph M. Fitzgerald,
William M. Pastore and W. Allen Schaffer, M.D. will be appointed to
fill the resulting vacancies. Norman C. Payson, M.D. and Francis G.
Middleton, M.D. will remain on the Board of Directors of the Company
until consummation of the Merger of CHC with and into the Company,
which is expected to occur on or about July 31, 1997.
To the knowledge of the Company, there are no arrangements,
including any pledge by and person of securities of the Company, the
operation of which may at a subsequent date result in a further
change in control of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: June 26, 1997
HEALTHSOURCE, INC.
By: /s/ Joseph M. Zubretsky
__________________________
Name: Joseph M. Zubretsky
Title: Chief Financial Officer
