UNITED STATES
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): | September 9, 2008 |
 |
Aetna Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-16095 | 23-2229683 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification No.) |
| 151 Farmington Avenue, Hartford, CT | 06156 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (860) 273-0123 |
| Former name or former address, if changed since last report: | Not applicable |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 9, 2008, Aetna Inc. (the “Company”) executed a Pricing Agreement (the “Pricing Agreement”) with Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named in Schedule I thereto (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 6.50% senior notes due September 15, 2018 (the “Senior Notes”). The Pricing Agreement incorporated by reference the terms of a previously-filed Underwriting Agreement (the “Underwriting Agreement”) of the Company dated as of June 6, 2006. The sale of the Senior Notes was registered with the Securities and Exchange Commission in a Registration Statement on Form S-3, File No. 333-130126. The Senior Notes were offered pursuant to a prospectus dated December 5, 2005 and a prospectus supplement dated September 9, 2008. The closing of the sale of the Senior Notes occurred on September 12, 2008.
The Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report, and the Pricing Agreement, which is filed as Exhibit 1.2 to this Current Report, are incorporated by reference herein in response to this Item 1.01.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On September 12, 2008, the Company issued a press release announcing the completion of the offering and sale of the Senior Notes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.
Section 8 – Other Events
Item 8.01 Other Events.
In connection with the offering and sale of the Senior Notes, an officers’ certificate of the Company was executed to establish and designate the Senior Notes and the terms and characteristics of the Senior Notes (the “Officers’ Certificate”). The Senior Notes were issued, and the Officers’ Certificate was executed, pursuant to the Senior Indenture dated as of March 2, 2001 between the Company and U.S. Bank National Association, as successor in interest to State Street Bank and Trust Company, as trustee.
The Officers’ Certificate is filed as Exhibit 4.1 to this Current Report and is incorporated by reference herein in response to this Item 8.01.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 1.1 | Underwriting Agreement of Aetna Inc. dated as of June 6, 2006, incorporated herein by reference to Exhibit 1.1 to Aetna Inc.’s Current Report on Form 8-K filed on June 9, 2006 | ||
| 1.2 | Pricing Agreement between Aetna Inc. and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the Underwriters named in Schedule I thereto, dated as of September 9, 2008 | ||
| 4.1 | Officers’ Certificate dated September 12, 2008 establishing and designating the Senior Notes | ||
| 99.1 | Press Release of Aetna Inc. dated September 12, 2008 |
SIGNATURES
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.
Aetna Inc. |
Date: September 12, 2008 | By: | /s/ Rajan Parmeswar |
Name: Rajan Parmeswar | ||
Title: Vice President, Controller and Chief Accounting Officer |