UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AETNA INC.
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(Name of Issuer)
6.25% Class C Voting Preferred Stock, par value $.01 per share
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(Title of Class of Securities)
008117202
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(CUSIP Number)
Howard G. Godwin, Jr., Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 9, 1996
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(Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13D 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 filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less 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 in 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).
SCHEDULE 13D
CUSIP NO. 008117202 PAGE 1 OF 2 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonard Abramson
SS####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of
America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,080,350
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,080,350
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 008117202 PAGE 2 OF 2 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEMA Associates, L.P.
IRS No. 76-0521374
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,079,455
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,079,455
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,079,455
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
This Amendment No. 1 amends the Schedule 13D (the "Schedule") filed on
July 29, 1996 by Leonard Abramson ("Mr. Abramson"), and is being filed on
behalf of LEMA Associates, L.P. ("LEMA") pursuant to Rule 13d-1(a) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the shares of 6.25% Class C Voting Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of Aetna Inc., a
Connecticut corporation ("Aetna"). The principal executive office of Aetna
is 151 Farmington Avenue, Hartford, Connecticut 06156.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f). This Schedule is being filed by LEMA, a limited partnership
formed under the laws of the State of Texas, of which Mr. Abramson is the
sole general partner and owner of 98% of the limited partnership interests.
The principal place of business of LEMA is 6910 Bellaire Blvd., Suite 16,
Houston, Texas 77074.
(d)-(e) During the last five years, LEMA (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
and (ii) has not been 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 of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 9, 1996, Mr. Abramson transferred 1,079,455 shares of
Preferred Stock of Aetna to LEMA in return for a 1% General Partnership
interest in LEMA and 98% of the Class A Limited Partnership interests in
LEMA.
ITEM 4. PURPOSE OF TRANSACTION
LEMA acquired the 1,079,455 shares of Preferred Stock in the manner
described in Item 3 above and, except as described below, has no plans or
proposals that would result in (1) the acquisition by any person of
additional securities of Aetna or the disposition of securities of the Aetna;
(2) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation of Aetna or any of its subsidiaries; (3) a sale or transfer of
a material amount of assets of Aetna or any of its subsidiaries; (4) any
change in the present board of directors or management of Aetna, including
any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board of directors of Aetna; (5) any material
change in the present capitalization or dividend policy of Aetna; (6) any
other material change in the business or corporate structure of Aetna; (7)
changes in the charter, by-laws or instruments corresponding thereto of
Aetna, or other actions which may impede the acquisition of control of Aetna
by any person; (8) any class of securities of Aetna being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (9) any class of equity securities of Aetna becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(10) any action similar to any of those enumerated above. Mr. Abramson and
LEMA, however, reserve the right to change any plans or intentions at any
time and to take any and all actions that either Mr. Abramson or LEMA deem
appropriate to maximize the value of their investment in Aetna including,
among other things, from time to time increasing or decreasing the number of
Preferred Stock by acquiring additional shares, or by disposing of all or a
portion of the shares of Preferred Stock in open market or privately
negotiated transactions depending on existing market conditions and other
considerations discussed below. Mr. Abramson and
LEMA intend to review the investment in Aetna on a continuing basis and,
depending upon the price and availability of Preferred Stock, subsequent
developments affecting Aetna, the general business and future prospects of
Aetna, other investment and business opportunities available to Mr. Abramson
and LEMA, general stock market and economic conditions, tax considerations
and other factors considered relevant, may decide at any time to increase or
decrease the size of their investment in Aetna.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of the date hereof, the aggregate number and percentage of shares
of Preferred Stock beneficially owned by each of Mr. Abramson and LEMA,
including the number of shares of Preferred Stock as to which each of Mr.
Abramson and LEMA has sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the disposition or
shared power to dispose or direct the disposition, are set forth on the back
cover page of this Schedule.
(c) During the past 60 days, Mr. Abramson transferred 1,079,455 shares of
Preferred Stock to LEMA as described in Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to a Registration Rights Agreement dated as of March 30, 1996
as amended by Amendment No. 1 thereto dated as of May 30, 1996 (the
"Registration Rights Agreement"), Aetna has filed a Registration Statement on
Form S-3 (the "Registration Statement"), which Registration Statement has
been declared effective by the Securities and Exchange Commission and
provides for the offer and sale from time to time by Mr. Abramson or LEMA of
Preferred Stock. In addition, the Registration Rights Agreement provides
that Mr. Abramson or LEMA has the right under certain circumstances to have
the shares of Preferred Stock beneficially owned included in a registration
statement otherwise filed by Aetna under the Securities Act of 1933, as
amended.
Except as otherwise described in this Schedule, to the best knowledge of
the undersigned, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) between or among Mr. Abramson, LEMA or
any other person with respect to any securities of Aetna.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
Date: January 8, 1997
/s/ Leonard Abramson
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Leonard Abramson
LEMA ASSOCIATES, L.P.
By: Leonard Abramson as General
Partner
/s/ Leonard Abramson
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By: Leonard Abramson
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
