Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to 8 45K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Opinion re: Legality 2 9K
3: EX-5.2 Opinion re: Legality 2 15K
4: EX-15 Letter re: Unaudited Interim Financial Information 1 6K
5: EX-23.1 Consent of Experts or Counsel 1 7K
6: EX-24 Power of Attorney 2 11K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AETNA LIFE AND CASUALTY COMPANY
(Exact name of issuer as specified in its charter)
CONNECTICUT 06-0843808
(State of Incorporation) (IRS Employer Identification Number)
151 FARMINGTON AVENUE 06156
HARTFORD, CONNECTICUT (Zip Code)
(Address of Principal Executive Offices)
AETNA LIFE AND CASUALTY COMPANY
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
LUCILLE M. NICKERSON
VICE PRESIDENT AND CORPORATE SECRETARY
Aetna Life and Casualty Company
(address same as issuer above)
Tel. (203) 273-6970
COPY TO:
JUDITH H. JONES, COUNSEL
Aetna Life and Casualty Company
(address same as issuer above)
Tel. (203) 273-0810
(Name, address and telephone number of agent for service)
Approximate date of proposed commencement of sales pursuant hereto:
October 30, 1995
Exhibit Index located on page 8
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
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Common Stock
(without par value) 8,000,000 Shs.(1,3) $69.25(2) $554,000,000(2) $191,035
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(1) Represents the maximum number of shares which could be issued under the 1994
Stock Incentive Plan and includes such indeterminate number of additional
shares as may be issuable pursuant to the recapitalization provisions of the
Plan.
(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee and are based on the average of high and low prices of the
Common Stock on the New York Stock Exchange on September 19, 1995, pursuant to
Rule 457.
(3) Includes Share Purchase Rights. Prior to the occurrence of certain events,
the Rights will not be exercisable or evidenced separately from the Common
Stock.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Aetna Life and Casualty Company (the "Company" or the "Registrant") hereby
incorporates by reference the following documents:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report referred to above, including: the Company's
Quarterly Report on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995; and
(c) the description of the Company's Common Stock and Share Purchase
Rights Plan contained in its Registration Statements filed
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating those
descriptions.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Judith H. Jones rendered an opinion as to the legality of the securities being
registered and is presently an employee of the Company and several companies
affiliated with the Company, and is eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
Except where an applicable insurance policy is procured, Connecticut General
Statutes ("C.G.S.") Section 33-320a is the sole source of indemnification rights
for persons who may be deemed to be controlling persons by reason of their
status as a shareholder, director, officer, employee or agent of a Connecticut
corporation, and directors and officers of Connecticut corporations. Under
C.G.S. Section 33-320a, a corporation shall indemnify any director or officer
who was or is a party, or was threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter referred to as "proceeding") by
virtue of the fact that he: (i) is or was a director or officer of the
corporation; (ii) is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (hereinafter referred to as "enterprise")
other than an employee benefit plan or trust; or (iii) is or was a director or
officer serving at the request of the corporation as a fiduciary of an employee
benefit plan or trust maintained for the benefit of employees of the corporation
or any other enterprise, against "covered expenditures" if (and only if) his
conduct met the applicable statutory eligibility standard. The types of
expenditures which are covered and the statutory eligibility standard vary
according
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to the type of proceeding to which the director or officer is or was a party or
was threatened to be made a party.
According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or sale
of securities of the corporation or of another enterprise, the corporation shall
indemnify a director or officer against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys fees, actually
incurred by him in connection with the proceeding, or any appeal thereof, if
(and only if) he acted (i) in good faith and (ii) in a manner he reasonably
believed to be in the best interests of the corporation or, in the case of a
person serving as a fiduciary of any employee benefit plan or trust, in a manner
he reasonably believed to be in the best interests of the corporation or in the
best interests of the participants and beneficiaries of such employee benefit
plan or trust and consistent with the provisions of such employee benefit plan
or trust. However, where the proceeding brought is criminal in nature, C.G.S.
Section 33-320a requires that the director or officer must satisfy the
additional condition that he had no reasonable cause to believe that his conduct
was unlawful in order to be indemnified. A director or officer also will be
entitled to indemnification as described above if (i) he is successful on the
merits in the defense of any non-derivative proceeding brought against him or
(ii) a court shall have determined that in view of all the circumstances he is
fairly and reasonably entitled to be indemnified. The decision about whether the
director or officer qualifies for indemnification under C.G.S. Section 33-320a
may be made (i) in writing by a majority of those members of the board of
directors who were not parties to the proceeding in question, (ii) in writing by
independent legal counsel selected by a majority of those directors who were not
parties to the proceeding, (iii) by the shareholders of the corporation at a
special or annual meeting by an affirmative vote of at least a majority of the
voting power of shares not owned by parties to the proceeding, or (iv) by a
court of competent jurisdiction. A director or officer may apply to a court of
competent jurisdiction for indemnification even though he previously applied to
the board, independent legal counsel or the shareholders and his application for
indemnification was rejected.
In non-derivative proceedings involving the purchase or sale of securities,
C.G.S. Section 33-320a provides that the corporation shall only indemnify the
director or officer after a court shall have determined that in view of all the
circumstances, the director or officer is fairly and reasonably entitled to be
indemnified. Furthermore, the expenditures for which the director or officer
shall be indemnified shall only be such amount as the court determines to be
appropriate.
Pursuant to C.G.S. Section 33-320a, where a director or officer was or is a
party or was threatened to be made a party to a derivative proceeding, the
corporation shall indemnify him against expenses, including attorneys fees,
actually and reasonably incurred by him in connection with the proceeding or any
appeal thereof, in relation to matters as to which he is finally adjudged not to
have breached his duty to the corporation. The corporation shall also indemnify
a director or officer where the court determines that in view of all the
circumstances such person is fairly and reasonably entitled to be indemnified;
however, in such a situation, the individual shall only be indemnified for such
amount as the court determines to be appropriate. Furthermore, the statute
provides that the corporation shall not indemnify a director or officer for
amounts paid to the corporation, to a plaintiff or to counsel for a plaintiff in
settling or otherwise disposing of a threatened or pending action, with or
without court approval; or for expenses incurred in defending a threatened
action or a pending action which is settled or otherwise disposed of without
court approval.
C.G.S. Section 33-320a also provides that expenses incurred in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding upon authorization of the board of directors provided said
expenses are indemnifiable under the statute and the director or officer agrees
to repay such amount if he is later found not entitled to be indemnified by the
corporation.
Lastly, C.G.S. Section 33-320a is an exclusive statute. A corporation cannot
indemnify a director or officer to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, an agreement
or otherwise that is inconsistent with the statute is invalid; provided,
however, that the statute
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specifically authorizes a corporation to procure insurance providing greater
indemnification rights than those set out in C.G.S. Section 33-320a.
Consistent with the statute, Aetna has procured insurance for its directors and
officers which supplements the indemnification rights provided to those
individuals by C.G.S. Section 33-320a. Unlike the statute, this policy does not
require an "after the fact" determination of good faith in order for the insured
director or officer to receive the benefits provided under the policy nor does
it require affirmative judicial or corporate action as a prerequisite to the
insurance company's duty to defend (and pay for the defense of) the insured
director or officer under the policy. Furthermore, the insurance policy covers
directors and officers for any acts not specifically excluded for which the
director or officer is not eligible for indemnification under C.G.S. Section
33-320a to the extent such coverage does not violate public policy.
Item 8. Exhibits.
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Exhibit No. Description
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4.1 Certificate of Incorporation of Aetna Life and Casualty Company, incorporated herein by
reference to the Company's 1992 Annual Report on Form 10-K, filed on March 17, 1993 (the
"1992 Form 10-K").
4.2 Conformed Copy of Rights Agreement dated as of October 27, 1989, between Aetna Life and
Casualty Company and First Chicago Trust Company of New York, incorporated herein by
reference to the 1992 Form 10-K.
4.3 Aetna Life and Casualty Company 1994 Stock Incentive Plan, incorporated herein by reference
to the Company's 1994 Proxy Statement, filed on March 18, 1994.
5.1 Opinion of Judith H. Jones, including consent, dated September 22, 1995.
5.2 Opinion of Day, Berry & Howard, including consent, dated September 22, 1995.
15 Letter re: unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Judith H. Jones (included in Exhibit 5.1)
23.3 Consent of Day, Berry & Howard (included in Exhibit 5.2)
24 Power of Attorney
28 Information from reports filed with state regulatory authorities, incorporated by reference
to the Company's 1994 Annual Report on Form 10-K, filed on March 17, 1995.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement;
(iii) to include any additional or changed material information
with respect to the plan of distribution.
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration statement is on Form S-3 or S-8 and the
information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therin, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on the 31st day of August, 1995.
AETNA LIFE AND CASUALTY COMPANY
By /S/ Robert J. Price
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Robert J. Price
Vice President and Corporate Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on August 31, 1995.
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Signature Title
/S/ Ronald E. Compton Chairman, President and Director
--------------------------------------------- (Principal Executive Officer)
Ronald E. Compton
*
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Wallace Barnes Director
*
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William H. Donaldson Director
*
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Ellen M. Hancock Director
*
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Michael H. Jordan Director
*
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Jack D. Kuehler Director
*
---------------------------------------------
Frank R. O'Keefe, Jr. Director
*
---------------------------------------------
Barbara Hackman Franklin Director
*
---------------------------------------------
Earl G. Graves Director
*
---------------------------------------------
Gerald Greenwald Director
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[Enlarge/Download Table]
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Judith Rodin Director
/S/ Richard L. Huber
---------------------------------------------
Richard L. Huber Vice Chairman for Strategy and Finance
(Principal Financial Officer)
/S/ Robert J. Price
---------------------------------------------
Robert J. Price Vice President and Corporate Controller
(Principal Accounting Officer)
*By /S/ Judith H. Jones
----------------------------------------
Judith H. Jones
(Attorney-in-fact)
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INDEX OF EXHIBITS
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Exhibit No. Description Page No.
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4.1 Certificate of Incorporation of Aetna Life and Casualty Company,
incorporated by reference to the Company's 1992 Form 10-K, filed
on March 17, 1993 *
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4.2 Conformed Copy of Rights Agreement dated as of October
27, 1989, between Aetna Life and Casualty Company and
First Chicago Trust Company of New York, incorporated
by reference to the Company's 1992 Form 10-K, filed on
March 17, 1993 *
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4.3 Aetna Life and Casualty Company 1994 Stock Incentive Plan,
incorporated herein by reference to the Company's 1994 Proxy
Statement, filed on March 18, 1994 *
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5.1 Opinion of Judith H. Jones, including consent 9
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5.2 Opinion of Day, Berry & Howard, including consent 11
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15 Letter re: unaudited financial information 13
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23.1 Consent of KPMG Peat Marwick LLP 14
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23.2 Consent of Judith H. Jones (included in Exhibit 5.1) *
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23.3 Consent of Day, Berry & Howard (included in Exhibit 5.2) *
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24 Power of Attorney 15
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28 Information from reports furnished to state regulatory
authorities, incorporated by reference to the Company's 1994
Annual Report on Form 10-K, filed on March 17, 1995 *
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Dates Referenced Herein and Documents Incorporated by Reference
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