SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AETNA LIFE AND CASUALTY COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 06-0843808
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(State of incorporation or organization (IRS Employer Identification No.)
151 Farmington Avenue, Hartford, Connecticut 06156
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(Address of principal executive offices) Zip Code
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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New York Stock Exchange
Preferred Stock Purchase Rights Pacific Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. Description of Registrant's Securities to be Registered.
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On October 27, 1989, the Board of Directors of Aetna Life and Casualty
Company (the "Company") declared adividend distribution of one right (a
"Right") for each outstanding share of Common Capital Stock, without par
value (the "Common Shares"), of the Company. The distribution was
paid on November 7, 1989 (the "Record Date") to the shareholders of record
as of the close of business on the Record Date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a
share of Class B Voting Preferred Stock, Series A, without par value
(the "Preferred Shares"), of the Company at a price of $200.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement, dated as of October 27, 1989 and amended by Amendment
Nos. 1 and 2 to Rights Agreement, dated as of December 19, 1995 and
May 31, 1996, respectively (the "Rights Agreement"), between the Company
and First Chicago Trust Company of New York, as Rights Agent (the "Rights
Agent"). Capitalized terms used herein but not otherwise defined herein
have the meanings set forth in the Rights Agreement, as amended by Amendment
Nos. 1 and 2 thereto.
The Amendment No. 1 to Rights Agreement lowered to 15% the percentage
of the Company's outstanding Common Shares the acquisition of Beneficial
Ownership of which, or the commencement of a tender or exchange offer for
which, does or may cause the occurrence, among other things, of the
Distribution Date, Share Acquisition Date and/or a Flip-In Event. Amendment
No. 2 to the Rights Agreement provides that, for purposes of the Rights
Agreement, none of the parties to the Agreement and Plan of Merger, dated
as of March 30, 1996, as amended, among the Company, U.S. Healthcare, Inc.,
Antelope Sub., Inc., Aetna Inc. and New Merger Corporation, shall be deemed
a "Beneficial Owner" of, or to "beneficially own" shares of any class of
capital stock of the Company.
The Rights Agreement, together with Amendment No. 1 thereto, are filed
as exhibits hereto and are incorporated herein by this reference. The
foregoing description of Amendment No. 1 to the Rights Agreement is qualified
in its entirety by reference to such documents.
ITEM 2. Exhibits.
1. Form of Right Certificate (Exhibit B to the Rights Agreement
incorporated as Exhibit 2 hereto), incorporated herein by
reference to the Company's 1992 Form 10-K, filed on
March 17, 1993.
2. Rights Agreement, incorporated herein by reference to the
Company's 1992 Form 10-K, filed on March 17, 1993.
3. Form of Certificate of Amendment of the Certificate of
Incorporation of Aetna Life and Casualty Company (Exhibit A
to the Rights Agreement incorporated as Exhibit 2 hereto),
incorporated herein by reference to the Company's 1992
Form 10-K, filed on March 17, 1993.
4. Summary of Rights to Purchase Preferred Stock (Exhibit C to
the Rights Agreement incorporated as Exhibit 2 hereto),
incorporated herein by reference to the Company's 1992
Form 10-K, filed on March 17, 1993.
5. Amendment No. 1 to Rights Agreement, incorporated herein by
reference to Amendment No. 1 to the Company's Form 8-A,
filed on December 19, 1995.
6. Amendment No. 2 to Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AETNA LIFE AND CASUALTY COMPANY
(Registrant)
By /s/ Lucille M. Nickerson
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Name: Lucille M. Nickerson
Title: Corporate Secretary
June 7, 1996
INDEX TO EXHIBITS
Exhibit Exhibit
Number
1. Form of Right Certificate (Exhibit B to the
Rights Agreement incorporated as Exhibit 2
hereto), incorporated herein by reference to the
Company's 1992 Form 10-K, filed on March 17, 1993.
2. Rights Agreement, incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
3. Form of Certificate of Amendment of the
Certificate of Incorporation of Aetna Life and
Casualty Company (Exhibit A to the Rights
Agreement incorporated as Exhibit 2 hereto),
incorporated herein by reference to the Company's
1992 Form 10-K, filed on March 17, 1993.
4. Summary of Rights to Purchase Preferred Stock
(Exhibit C to the Rights Agreement incorporated as
Exhibit 2 hereto), incorporated herein by
reference to the Company's 1992 Form 10-K, filed
on March 17, 1993.
5. Amendment No. 1 to Rights Agreement,
incorporated herein by reference to Amendment No.
1 to the Company's Form 8-A, filed on December 19, 1995.
6. Amendment No. 2 to Rights Agreement.