SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AETNA LIFE AND CASUALTY COMPANY AND U.S. HEALTHCARE, INC.
(Name of Registrant as Specified In Its Charter)
AETNA LIFE AND CASUALTY COMPANY AND U.S. HEALTHCARE, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Aetna Life and Casualty Company Common Capital Stock without
par value
U.S. Healthcare, Inc. Common Stock, par value $0.005 per share
U.S. Healthcare, Inc. Class B Stock, par value $0.005 per share
(2) Aggregate number of securities to which transaction applies:
115,187,158 shares of Aetna Life and Casualty Company Common
Capital Stock
139,512,162 shares of U.S. Healthcare, Inc. Common Stock
14,429,867 shares of U.S. Healthcare, Inc. Class B Stock
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
$71.3125 per share of Aetna Life and Casualty Company Common
Capital Stock
$51.9375 per share of U.S. Healthcare, Inc. Common Stock and
per share of U.S. Healthcare, Inc. Class B Stock
(4) Proposed maximum aggregate value of transaction:
$16,209,648,336(1)
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(1) For purposes of calculating the filing fee only. Upon
consummation of the Mergers, (i) each outstanding share of Aetna Life and
Casualty Company Common Capital Stock without par value will be converted
into the right to receive one share of Aetna Inc. Common Stock, par value
$0.01 per share, together with one right (a "Parent Right") issued pursuant
to a Rights Agreement effective as of the date of the consummation of the
Mergers, and (ii) each outstanding share of U.S. Healthcare, Inc. Common
Stock, par value $0.005 per share, and U.S. Healthcare, Inc. Class B
Stock, par value $0.005 per share, will be converted into the right to
receive (a) 0.2246 shares of Aetna Inc. Common Stock, par value $0.01 per
share, together with 0.2246 Parent Rights, (b) 0.0749 shares of Aetna Inc.
6.25% Class C Voting Preferred Stock, par value $0.01 per share, and (c)
$34.20 in cash. The proposed maximum aggregate value of the transactions
described in the preliminary proxy materials is equal to $16,209,648,336
(calculated based on the sum of (i)(a) the number of shares of Aetna Life
and Casualty Company Common Capital Stock outstanding as of March 31, 1996
times (b) the average of the high and low reported prices of Aetna Life and
Casualty Company Common Capital Stock on April 17, 1996, plus (ii)(a) the
number of shares of U.S. Healthcare, Inc. Common Stock plus the number of
shares of U.S. Healthcare, Inc. Class B Stock outstanding as of March 31,
1996 times (b) the average of the high and low reported prices of U.S.
Healthcare, Inc. Common Stock on April 17, 1996.
[X] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount Previously Paid:
$3,241,929.67
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
(3) Filing Party:
Aetna Life and Casualty Company and U.S. Healthcare, Inc.
(4) Date filed:
April 22, 1996
AETNA LIFE AND CASUALTY COMPANY LOGO
151 Farmington Avenue Media Contact:
Hartford, Conn 06156 Joyce A. Oberdorf
(860) 273-7392
Investor Contact:
Amin Khalifa
(860) 273-6184
News Release
____________________________________________________________
S&P SAYS U.S. HEALTHCARE MERGER MAKES LONG-TERM
STRATEGIC SENSE;
REAFFIRMS SENIOR DEBT AND COMMERCIAL PAPER RATINGS
-- Aetna Disagrees with Other Ratings Actions --
HARTFORD, CT., July 16, 1996 -- Aetna (NYSE:AET) issued the following response
to Standard & Poor's ratings action announced earlier today:
We are pleased that Standard & Poor's agrees that our merger with U.S.
Healthcare, Inc. makes good long-term strategic sense and that it will provide
Aetna with an improved competitive position. We concur with S&P's affirmation
of Aetna Life and Casualty's senior debt and commercial paper ratings.
This merger enhances our long-term earnings outlook and will allow us to
generate significant cash flows while retaining a conservative debt to
capitalization ratio, well within our historical range.
We regret that S&P has downgraded the claims-paying ability of two
subsidiaries, Aetna Life Insurance Company (ALIC) and Aetna Life Insurance and
Annuity Company (ALIAC), and fundamentally disagree with their assumptions
regarding the capital strength of these entities. We believe that ALIC will
benefit from the reduction in risk associated with its mortgage loan and real
estate portfolio, and an improved outlook for both earnings and capital
strength as a result of the merger with U.S. Healthcare. Further, ALIC has
demonstrated steady growth in assets and earnings, backed by an excellent
capital position.
S&P's actions are inconsistent with the statements made to date by other major
rating agencies, which all concur with our views.