CIGNA Corporation S-3ASR
As
filed
with the Securities and Exchange Commission on August 17, 2006
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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06-1059331
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(State
or other jurisdiction of incorporation or
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(I.R.S.
Employer
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organization)
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Identification
No.)
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Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
PA 19192
(215)
761-1000
(Address,
including zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
Carol
Ann
Petren
Executive
Vice President and General Counsel
CIGNA
Corporation
Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
PA 19192
(215)
761-1000
(Name,
address, including zip code, and telephone number, including area
code,
of
agent
for service of process)
Copies
to:
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Meredith
B. Cross
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Wilmer
Cutler Pickering Hale and
Dorr
LLP
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Ethan
T. James
Davis
Polk & Wardwell
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1875
Pennsylvania Avenue, N.W.
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450
Lexington Avenue
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Washington,
DC 20006
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New
York, NY 10017
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(202)
663-6000
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(212)
450-4000
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Approximate
date of commencement of proposed sale to the public: From time to time after
the
effective date of this registration statement.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [_]
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ________
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [_] ________
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [X]
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. [_]
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities
to
be Registered
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Amount
to
be
Registered
(1)
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Proposed
Maximum
Offering
Price Per Unit (1)
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Proposed
Maximum Aggregate Offering Price (1)
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Amount
of Registration Fee (1)
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Debt
Securities
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Common
Stock (2)
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Preferred
Stock
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Warrants
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Purchase
Contracts
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Units
that may include any of the above securities or securities of other
entities
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(1)
An
indeterminate amount of the securities of each identified class is being
registered as may from time to time be offered hereunder at indeterminate
prices. Separate consideration may or may not be received for securities that
are issuable upon exercise, conversion or exchange of other securities or that
are issued in units. In accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933, the registrant is deferring payment of all of the
registration fee, which will be paid subsequently on a pay-as-you-go
basis.
(2)
Each
share of Common Stock includes a Right to Purchase Junior Participating
Preferred Stock, Series D. Prior to the occurrence of certain events, the Rights
will not be exercisable or evidenced separately from the Common
Stock.
PROSPECTUS
CIGNA
Corporation
Debt
Securities
Common
Stock
Preferred
Stock
Warrants
Purchase
Contracts
Units
CIGNA
Corporation may offer and sell the securities listed above from time to time
in
one or more classes or series and in amounts, at prices and on terms that we
may
determine at the time of the offering. We will provide the specific terms of
the
securities in supplements to this prospectus. The debt securities, preferred
stock, warrants and purchase contracts may be convertible into or exercisable
or
exchangeable for common or preferred stock or other securities of the Company
or
debt or equity securities of one or more other entities. You should read this
prospectus and any related prospectus supplement carefully before you invest
in
our securities.
Our
common stock is listed on the New York Stock Exchange under the symbol “CI”.
We
may
offer and sell these securities to or through one or more underwriters, dealers
and agents, or directly to purchasers, on a continuous or delayed
basis.
You
should carefully consider the risk factors included in our periodic reports
filed with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, before you invest in any of our
securities.
Neither
the Securities and Exchange Commission nor any state securities regulator has
approved or disapproved of these securities, or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
The
date
of this prospectus is August 17, 2006.
You
should not assume that the information in this prospectus, any prospectus
supplement, or any document incorporated by reference, is truthful or complete
at any date other than the date mentioned on the cover page of those
documents.
Unless
otherwise mentioned or unless the context requires otherwise, when used in
this
prospectus, the terms “CIGNA,” “we,” “our” and “us” refer to CIGNA Corporation
and its consolidated subsidiaries, and the term the “Company” refers to CIGNA
Corporation, not including its consolidated subsidiaries.
TABLE
OF CONTENTS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, which we refer to as the “SEC,” using a
“shelf” registration process. Under this shelf registration process, we may
offer and sell any combination of the securities described in this prospectus
in
one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we use this prospectus to offer
securities, we will provide a prospectus supplement and, if applicable, a
pricing supplement. The prospectus supplement and any applicable pricing
supplement will describe the specific amounts, prices and other material terms
of the securities being offered at that time. The prospectus supplement and
any
applicable pricing supplement may also add, update or change the information
in
this prospectus. You should read this prospectus, the applicable prospectus
supplement and any applicable pricing supplement, together with the information
contained in the documents referred to under the heading “Where You Can Find
More Information.”
When
acquiring any securities discussed in this prospectus, you should rely only
on
the information contained or incorporated by reference in this prospectus,
any
prospectus supplement and any “free writing prospectus” that we authorize to be
delivered to you. Neither we, nor any underwriters or agents, have authorized
anyone to provide you with different information. We are not offering the
securities in any jurisdiction in which an offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make an offer or
solicitation.
SPECIAL
NOTE ON FORWARD-LOOKING
STATEMENTS
AND RISK FACTORS
We
have
made forward-looking statements in this prospectus and the documents
incorporated by reference in this prospectus. Forward-looking statements may
contain information about financial prospects, economic conditions, trends
and
other uncertainties. These forward-looking statements are based on management’s
beliefs and assumptions and on information available to management at the time
the statements are or were made. Forward-looking statements include but are
not
limited to the information concerning, possible or assumed future business
strategies, financing plans, competitive position, potential growth
opportunities, potential operating performance improvements, trends, and in
particular, CIGNA's cost reduction programs and activities, litigation and
other
legal matters, operational improvement in the health care operations, and the
outlook for CIGNA's results. Forward-looking statements include all statements
that are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believe,” “expect,” “plan,”
“intend,” “anticipate,” “estimate,” “predict,” “potential,” “may,” “should” or
similar expressions.
You
should not place undue reliance on these forward-looking statements. CIGNA
cautions that actual results could differ materially from those that management
expects, depending on the outcome of certain factors. Some factors that could
cause actual results to differ materially from the forward-looking statements
include:
| 1. |
increased
medical costs that are higher than anticipated in establishing premium
rates in CIGNA’s health care operations, including increased use and costs
of medical services;
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| 2. |
increased
medical, administrative, technology or other costs resulting from
new
legislative and regulatory requirements imposed on CIGNA’s employee
benefits businesses;
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| 3. |
challenges
and risks associated with implementing the improvement initiatives
in the
health care operations, the organizational realignment and the reduction
of overall CIGNA and health care cost structure, including that
operational efficiencies and medical cost benefits do not emerge
as
expected and that medical membership does not grow as
expected;
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| 4. |
risks
associated with the amount and timing of gain recognition on the
sale of
CIGNA’s retirement benefits
business;
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| 5. |
risks
associated with pending and potential state and federal class action
lawsuits, purported securities class action lawsuits, disputes regarding
reinsurance arrangements, other litigation and regulatory actions
challenging CIGNA’s businesses and the outcome of pending government
proceedings and federal tax audits;
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| 6. |
heightened
competition, particularly price competition, which could reduce product
margins and constrain growth in CIGNA’s businesses, primarily the health
care business;
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| 7. |
significant
changes in interest rates;
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| 8. |
downgrades
in the financial strength ratings of CIGNA’s insurance subsidiaries, which
could, among other things, adversely affect new sales and retention
of
current business;
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| 9. |
limitations
on the ability of CIGNA’s insurance subsidiaries to dividend capital to
the parent company as a result of downgrades in the subsidiaries’
financial strength ratings, changes in statutory reserve or capital
requirements or other financial
constraints;
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| 10. |
inability
of the program adopted by CIGNA to substantially reduce equity market
risks for reinsurance contracts that guarantee minimum death benefits
under certain variable annuities (including possible market difficulties
in entering into appropriate futures contracts and in matching such
contracts to the underlying equity
risk);
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| 11. |
adjustments
to the reserve assumptions (including lapse, partial surrender, mortality,
interest rates and volatility) used in estimating CIGNA’s liabilities for
reinsurance contracts that guarantee minimum death benefits under
certain
variable annuities;
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| 12. |
adjustments
to the assumptions (including annuity election rates and reinsurance
recoverables) used in estimating CIGNA’s assets and liabilities for
reinsurance contracts that guarantee minimum income benefits under
certain
variable annuities;
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| 13. |
significant
stock market declines, which could, among other things, result in
increased pension expenses in CIGNA’s pension plan in future periods and
the recognition of additional pension
obligations;
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| 14. |
unfavorable
claims experience related to workers’ compensation and personal accident
exposures of the run-off reinsurance business, including losses
attributable to the inability to recover claims from
retrocessionaires;
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| 15. |
significant
deterioration in economic conditions, which could have an adverse
effect
on CIGNA’s operations and
investments;
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| 16. |
changes
in federal laws, such as amendments to income tax laws, which could
affect
the taxation of employer provided benefits, and pension legislation,
which
could increase pension cost;
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| 17. |
potential
public health epidemics and bio-terrorist activity, which could,
among
other things, cause operational disruption, depending on the severity
of
the event and number of individuals
affected;
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| 18. |
risks
associated with security or interruption of information systems,
which
could, among other things, cause operational disruption;
and
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| 19. |
risk
factors detailed in our most recent Annual Report on Form 10-K, including
the Cautionary Statement in Management’s Discussion and Analysis and our
other filings with the SEC.
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This
list
of important factors is not intended to be exhaustive. Other sections of our
most recent Annual Report on Form 10-K, including the “Risk Factors” section and
other documents filed with the Securities and Exchange Commission include both
expanded discussion of these factors and additional risk factors and
uncertainties that could preclude CIGNA from realizing the forward-looking
statements. CIGNA does not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934. You may read and copy
all or any portion of this information at the SEC’s principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from
the
Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549
after payment of fees prescribed by the SEC. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room.
The
SEC
also maintains an Internet website that contains reports, proxy statements
and
other information about issuers, like CIGNA, who file electronically with the
SEC. The address of that site is www.sec.gov.
Our
Internet website address is www.cigna.com. This reference to our website is
intended to be an inactive textual reference only. Our website and the
information contained therein or connected thereto are not incorporated by
reference into this prospectus.
This
prospectus is part of the registration statement and does not contain all of
the
information included in the registration statement. Whenever a reference is
made
in this prospectus to any contract or other document of CIGNA, the reference
may
not be complete and you should refer to the exhibits that are a part of the
registration statement for a copy of the contract or document.
The
SEC
allows us to “incorporate by reference” information into this prospectus, which
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated
by
reference is deemed to be part of this prospectus, except for any information
that is superseded by subsequent incorporated documents or by information that
is contained directly in this prospectus or any prospectus supplement. This
prospectus incorporates by reference the documents set forth below that CIGNA
has previously filed with the SEC and that are not delivered with this
prospectus. These documents contain important information about CIGNA and its
financial condition.
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CIGNA
SEC Filings (File No. 1-08323)
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Period
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Annual
Report on Form 10-K
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Fiscal
year ended December 31, 2005
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Quarterly
Reports on Form 10-Q
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Quarterly
periods ended March 31, 2006 and June 30, 2006
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Current
Reports on Form 8-K
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Filed
on February 28, March 24 and May 12, 2006
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The
description of CIGNA common stock as set forth in its Registration
Statement on Form 8-B, including all amendments and reports filed
for the
purpose of updating such description
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Filed
on March 22, 1982
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The
description of CIGNA rights to purchase preferred stock as set forth
in
its Registration Statement on Form 8-A, including all amendments
and
reports filed for the purpose of updating such description
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Filed
on July 23, 1997
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All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (excluding any information furnished under
Items
2.02 or 7.01 in any Current Report on Form 8-K) between the date of this
prospectus and the termination of the offering of securities under this
prospectus shall also be deemed to be incorporated herein by reference. Any
statement contained in any document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this prospectus to the extent that a statement contained in this prospectus
or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
To
obtain
a copy of these filings at no cost, you may write or telephone us at the
following address:
CIGNA
Corporation
Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
PA 19192
Attention:
Investor Relations
(215)
761-1000
Exhibits
to the filings will not be sent, however, unless those exhibits have
specifically been incorporated by reference into such document.
CIGNA
Corporation had consolidated shareholders’ equity of $5.4 billion and assets of
$44.9 billion as of December 31, 2005, and revenues of $16.7 billion for the
year then ended. CIGNA Corporation and its subsidiaries constitute one of the
largest investor-owned health care and related benefits organizations in the
United States. Our subsidiaries are major providers of health care and related
benefits offered through the workplace, including health care products and
services, group disability, life and accident insurance, and disability and
workers’ compensation case management and related services. CIGNA’s major
insurance subsidiary, Connecticut General Life Insurance Company, traces its
origins to 1865. CIGNA Corporation was incorporated in the State of Delaware
in
1981.
CIGNA
Corporation is a holding company and is not an insurance company. Its
subsidiaries conduct various businesses, which are described in our most recent
Annual Report on Form 10-K.
CIGNA
Corporation’s principal executive offices are located at Two Liberty Place, 1601
Chestnut Street, Philadelphia, PA 19192. Our telephone number is (215)
761-1000.
For
additional information concerning CIGNA, please see our most recent Annual
Report on Form 10-K and our other filings with the SEC. See “Where You Can Find
More Information.”
Unless
we
inform you otherwise in a prospectus supplement or “free writing prospectus”,
the net proceeds from the sale of the securities will be added to CIGNA’s
general funds and used for general corporate purposes, including the repayment
of indebtedness.
DESCRIPTION
OF DEBT SECURITIES
This
prospectus describes certain general terms and provisions of the debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the debt securities in a supplement to
this
prospectus. The prospectus supplement will also indicate whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities.
The
senior debt securities are to be issued under an indenture (the “Senior
Indenture”) entered into between CIGNA Corporation and U.S. Bank, National
Association, as trustee. The subordinated debt securities are to be issued
under
a separate indenture (the “Subordinated Indenture”) also between CIGNA
Corporation and U.S. Bank, National Association, as trustee. The Senior
Indenture and the Subordinated Indenture are sometimes referred to individually
as an “Indenture” or collectively as the “Indentures.”
We
sometimes refer below to specific sections of one or both of the Indentures.
When we do so, we indicate where you can find the relevant section in the
Indentures by noting the section number in parentheses. When we do refer to
specific sections contained in the Indentures or terms defined in the
Indentures, including important terms, which we capitalize here, we use them
in
this prospectus in the same way we use them in the Indentures, and you should
refer to the Indentures themselves for detailed, specific, legal descriptions.
In this section, “Description of Debt Securities,” when we refer to “CIGNA,” we
refer to CIGNA Corporation, not including its consolidated subsidiaries.
We
have
summarized some terms of the Indentures. The summary is not complete. The
Indentures were filed as exhibits to the registration statement of which this
prospectus is a part. You should read the Indentures for a complete statement
of
the provisions summarized in this prospectus and for provisions that may be
important to you. The Indentures are subject to and governed by the Trust
Indenture Act of 1939, as amended.
Ranking
The
debt
securities will be our direct, unsecured obligations. The senior debt securities
will rank equally with all of our other senior and unsecured, unsubordinated
debt. The subordinated debt securities will have a junior position to all of
our
senior debt.
Because
a
significant part of our operations are conducted through subsidiaries, a
significant portion of our cash flow, and consequently, our ability to service
debt, including the debt securities, is dependent upon the earnings of our
subsidiaries and the transfer of funds by those subsidiaries to us in the form
of dividends or other transfers.
In
addition, holders of the debt securities will have a junior position to claims
of creditors against our subsidiaries, including policy holders, trade
creditors, debtholders, secured creditors, taxing authorities, guarantee holders
and any preferred shareholders, except to the extent that we are recognized
as a
creditor of our subsidiary. Any claims of CIGNA as the creditor of its
subsidiary would be subordinate to any security interest in the assets of such
subsidiary and any indebtedness of such subsidiary senior to that held by us.
In
addition to general state law restrictions on payments of dividends and other
distributions to shareholders applicable to all corporations, HMOs and insurance
companies, including some of CIGNA’s direct and indirect subsidiaries, are
subject to further state regulations that, among other things, may require
those
companies to maintain certain levels of equity, and restrict the amount of
dividends and other distributions that may be paid to CIGNA.
Terms
of the Debt Securities to be Described in the Prospectus
Supplement
The
Indentures do not limit the amount of debt securities that we may issue under
them. We may issue debt securities under the Indentures up to an aggregate
principal amount as we may authorize from time to time. The prospectus
supplement will describe the terms of any debt securities being offered,
including:
| · |
whether
the debt securities will be senior debt securities or subordinated
debt
securities;
|
| · |
any
limit on the aggregate principal amount of the debt
securities;
|
| · |
the
date or dates on which the principal will be payable;
|
| · |
the
interest rate, if any, and the method for calculating the interest
rate;
|
| · |
the
interest payment dates and the record dates for interest
payments;
|
| · |
our
right, if any, to defer payment of interest and the maximum length
of this
deferral period;
|
| · |
any
mandatory or optional redemption terms or prepayment or sinking fund
provisions;
|
| · |
the
place where we will pay principal, interest and any
premium;
|
| · |
the
currency or currencies, if other than the currency of the United States,
in which principal, interest and any premium will be
paid;
|
| · |
if
other than denominations of $1,000 or multiples of $1,000, the
denominations in which the debt securities will be
issued;
|
| · |
whether
the debt securities will be issued in the form of global
securities;
|
| · |
additional
provisions, if any, relating to the discharge of our obligations
under the
debt securities;
|
| · |
whether
the amount of payment of principal (or premium, if any) or interest,
if
any, will be determined with reference to one or more
indices;
|
| · |
the
portion of the principal amount of the debt securities to be paid
upon
acceleration of maturity thereof;
|
| · |
any
authenticating or paying agents, registrars or other agents;
and
|
| · |
other
specific terms, including any additional events of default, covenants
or
warranties. (Section 301)
|
Events
of Default and Notice Thereof
When
we
use the term “Event of Default” with respect to debt securities of any series we
mean:
| · |
we
fail to pay principal (including any sinking fund payment) of, or
premium
(if any) on, any debt security of that series when
due;
|
| · |
we
fail to pay interest, if any, on any debt security of that series
when due
and the failure continues for a period of 30
days;
|
| · |
we
fail to perform in any material respect any covenant in an Indenture
not
specified in the previous two bullets (other than a covenant included
in
an Indenture solely for the benefit of a different series of debt
securities) and the failure to perform continues for a period of
90 days
after receipt of a specified written notice to us;
and
|
| · |
certain
events of bankruptcy, insolvency, reorganization, receivership or
liquidation of CIGNA. (Section 501)
|
An
Event
of Default with respect to debt securities of a particular series may not
constitute an Event of Default with respect to debt securities of any other
series of debt securities.
If
an
Event of Default under an Indenture occurs with respect to the debt securities
of any series and is continuing, then the Trustee or the holders of at least
25%
in principal amount of the Outstanding securities of that series may require
us
to repay immediately the entire principal amount (or, if the debt securities
of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
Outstanding securities of that series; provided, however, that under certain
circumstances the holders of a majority in aggregate principal amount of
Outstanding securities of that series may rescind or annul such acceleration
and
its consequences. (Section 502)
Each
of
the Indentures contains a provision entitling the Trustee, subject to the duty
of the Trustee during a default to act with the required standard of care
(Section 601), to be indemnified by the holders of debt securities before
proceeding to exercise any right or power under that Indenture at the request
of
such holders. (Section 603) Subject to these provisions in the Indentures for
the indemnification of the Trustee and certain other limitations, the holders
of
a majority in aggregate principal amount of the debt securities of each affected
series then Outstanding may direct the time, method and place of conducting
any
proceeding for any remedy available to the Trustee or exercising any trust
or
power conferred on the Trustee. (Sections 512 and 513)
Each
of
the Indentures provides that the Trustee may withhold notice to the holders
of
the debt securities of any default (except in payment of principal (or premium,
if any) or interest, if any) if the Trustee considers it in the interest of
the
holders of the debt securities to do so. (Section 602)
Each
of
the Indentures provides that holders of at least 25% in aggregate principal
amount of the Outstanding securities of any series may seek to institute a
proceeding with respect to the Indentures or for any remedy thereunder only
after:
| · |
such
holders have made a written request to the Trustee,
|
| · |
such
holders have offered an indemnity reasonably satisfactory to the
Trustee
to institute a proceeding, and
|
| · |
the
Trustee shall not have received from the holders of a majority in
aggregate principal amount of the Outstanding securities of that
series a
direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 507)
|
These
limitations do not apply, however, to a suit instituted by a Holder of a debt
security for enforcement of payment of the principal of (or premium, if any)
or
interest, if any, on or after the respective due dates expressed in such debt
security. (Section 508)
Each
of
the Indentures contains a covenant under which we are required to furnish to
the
Trustee an annual statement as to the compliance with all conditions and
covenants of the Indentures. (Section 1008)
Modification
and Waiver
Each
of
the Indentures (Section 901) provides that we, together with the Trustee, may
enter into supplemental indentures without the consent of the holders of debt
securities to:
| · |
evidence
the assumption by another person of our
obligations;
|
| · |
add
covenants for the benefit of the holders of all or any series of
debt
securities;
|
| · |
add
any additional Events of Default;
|
| · |
add
or change an Indenture to permit or facilitate the issuance of debt
securities in bearer form;
|
| · |
add
to, change or eliminate a provision of an Indenture if such addition,
change or elimination does not apply to a debt security created prior
to
the execution of such supplemental indenture or modify the rights
of a
Holder of any debt security with respect such
provision;
|
| · |
secure
any debt security;
|
| · |
establish
the form or terms of debt securities of any
series;
|
| · |
evidence
the acceptance of appointment by a successor
Trustee;
|
| · |
add
to any provision of an Indenture to the extent necessary to permit
defeasance and discharge of any series of debt securities if such
action
does not adversely affect the interests of the holders of debt securities
in any material respect;
|
| · |
cure
any ambiguity or correct any inconsistency in an Indenture or make
other
changes, provided that any such action does not adversely affect
the
interests of the holders of debt securities of any affected series
in any
material respect; or
|
| · |
conform
an Indenture to any mandatory provision of
law.
|
Other
amendments and modifications of an Indenture may be made with the consent of
the
holders of not less than a majority of the aggregate principal amount of each
series of the Outstanding securities affected by the amendment or modification.
However, no modification or amendment may, without the consent of the Holder
of
each Outstanding security affected:
| · |
change
the stated maturity of the principal of (or premium, if any) or any
installment of principal or interest, if any, on any such debt
security;
|
| · |
reduce
the principal amount of (or premium, if any) or the interest rate,
if any,
on any such debt security or the principal amount due upon acceleration
of
an Original Issue Discount
Security;
|
| · |
change
the place or currency of payment of principal of (or premium if any)
or
the interest, if any, on any such debt
security;
|
| · |
impair
the right to institute suit for the enforcement of any such payment
on or
with respect to any such debt
security;
|
| · |
reduce
the percentage of holders of debt securities necessary to modify
or amend
an Indenture;
|
| · |
in
the case of the Subordinated Indenture, modify the subordination
provisions in a manner adverse to the holders of the subordinated
debt
securities; or
|
| · |
modify
the foregoing requirements or reduce the percentage of Outstanding
securities necessary to waive compliance with certain provisions
of an
Indenture or for waiver of certain defaults. (Section
902)
|
The
holders of at least a majority of the aggregate principal amount of the
Outstanding securities of any series may, on behalf of all holders of that
series, waive our required compliance with certain restrictive provisions of
an
Indenture and may waive any past default under an Indenture, except a default
in
the payment of principal, premium or interest or in the performance of certain
covenants. (Sections 1009 and 513)
Limitations
on Liens on Common Stock of Designated Subsidiaries
Each
of
the Indentures provides that so long as any of the debt securities issued under
that Indenture remains outstanding, we will not, and we will not permit any
of
our Designated Subsidiaries to, issue, assume, incur or guarantee any
indebtedness for borrowed money secured by a mortgage, pledge, lien or other
encumbrance, directly or indirectly, on any of the common stock of a Designated
Subsidiary owned by us or by any of our Designated Subsidiaries, unless our
obligations under the debt securities and, if we so elect, any other of our
indebtedness ranking on a parity with, or prior to, the debt securities, shall
be secured equally and ratably with, or prior to, such secured indebtedness
for
borrowed money so long as it is outstanding and is so secured. (Section
1006)
“Designated
Subsidiary” means Connecticut General Life Insurance Company and Life Insurance
Company of North America, so long as it remains a Subsidiary, or any Subsidiary
which is a successor of such Designated Subsidiary. (Section 101)
Consolidation,
Merger and Sale of Assets
We
may
not consolidate with or merge with or into any other person (other than in
a
merger or consolidation in which we are the surviving person) or sell our
property and assets as, or substantially as, an entirety to any person
unless:
| · |
the
person formed by the consolidation or with or into which we are merged
or
the person that purchases our properties and assets as, or substantially
as, an entirety is a corporation, partnership or trust organized
and
validly existing under the laws of the United States of America,
any State
or the District of Columbia, and any such successor or purchaser
expressly
assumes CIGNA’s obligations on the debt securities under a supplemental
indenture satisfactory to the
Trustee;
|
| · |
immediately
after giving effect to the transaction no Event of Default shall
have
occurred and be continuing; and
|
| · |
a
specified officers’ certificate and opinion of counsel are delivered to
the Trustee. (Section 801)
|
Upon
compliance with the foregoing provisions, the successor or purchaser will
succeed to, and be substituted for CIGNA under the Indentures with the same
effect as if such successor or purchaser had been the original obligor under
the
debt securities, and thereafter CIGNA will be relieved of all obligations and
covenants under the Indentures and the debt securities. (Section
802)
Defeasance
and Covenant Defeasance
If
we
deposit, in trust, with the Trustee (or other qualifying trustee), sufficient
cash or specified government obligations to pay the principal of (and premium,
if any) and interest and any other sums due on the scheduled due date for the
debt securities of a particular series, then at our option and subject to
certain conditions (including the absence of an Event of Default):
| · |
we
will be discharged from our obligations with respect to the debt
securities of such series (which we refer to in this prospectus as
a
“legal defeasance”), or
|
| · |
we
will no longer be under any obligation to comply with the covenants
described above under “Limitations on Liens on Common Stock of Designated
Subsidiaries” and “Consolidation, Merger and Sale of Assets”, an Event of
Default relating to any failure to comply with such covenants will
no
longer apply to us, and, for subordinated debt securities, the
subordination provisions will no longer apply to us (which we refer
to in
this prospectus as a “covenant
defeasance”).
|
If
we
exercise our legal defeasance option, payment of such debt securities may not
be
accelerated because of an Event of Default. If we exercise our covenant
defeasance option, payment of such debt securities may not be
accelerated
by reference to the covenants from which we have been released or pursuant
to
Events of Default referred to above which are no longer applicable. If we fail
to comply with our remaining obligations with respect to such debt securities
under an Indenture after we exercise the covenant defeasance option and such
debt securities are declared due and payable because of the occurrence of any
Event of Default, the amount of money and government obligations on deposit
with
the Trustee may be insufficient to pay amounts due on the debt securities of
such series at the time of the acceleration resulting from such Event of
Default. However, we will remain liable for such payments. (Section
1007)
Under
current United States federal income tax laws, a legal defeasance would be
treated as an exchange of the relevant debt securities in which holders of
those
debt securities might recognize gain or loss. Unless accompanied by other
changes in the terms of the debt securities, a covenant defeasance generally
should not be treated as a taxable exchange. In order to exercise our defeasance
options, we must deliver to the Trustee an opinion of counsel to the effect
that
the deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for Federal income tax
purposes.
Subordination
of Subordinated Debt Securities
Unless
otherwise indicated in the prospectus supplement, the following provisions
will
apply to the subordinated debt securities.
The
subordinated debt securities will, to the extent set forth in the Subordinated
Indenture, be subordinate in right of payment to the prior payment in full
of
all Senior Debt (as defined below) of CIGNA, including the senior debt
securities. Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of CIGNA, the holders of Senior Debt of CIGNA will first
be entitled to receive payment in full of principal of (and premium, if any)
and
interest, if any, on such Senior Debt of CIGNA before the holders of the
subordinated debt securities will be entitled to receive or retain any payment
in respect of the principal of (and premium, if any) or interest, if any, on
the
subordinated debt securities. (Subordinated Indenture Section 1402)
If
the
maturity of any subordinated debt securities is accelerated, the holders of
all
Senior Debt of CIGNA outstanding at the time of such acceleration will first
be
entitled to receive payment in full of all amounts due thereon before the
holders of subordinated debt securities will be entitled to receive any payment
upon the principal of (or premium, if any) or interest, if any, on the
subordinated debt securities. (Subordinated Indenture Section 1403)
No
payments on account of principal (or premium, if any) or interest, if any,
in
respect of the subordinated debt securities may be made if there shall have
occurred and be continuing.
| · |
a
default in the payment of principal of (or premium, if any) or interest
on
Senior Debt of CIGNA, or
|
| · |
an
event of default with respect to any Senior Debt of CIGNA resulting
in the
acceleration of the maturity thereof, or if any judicial proceeding
shall
be pending with respect to any such default. (Subordinated Indenture
Section 1404)
|
“Debt”
means (without duplication and without regard to any portion of principal amount
that has not accrued and to any interest component thereof (whether accrued
or
imputed) that is not due and payable) with respect to any person, whether
recourse is to all or a portion of the assets of such person and whether or
not
contingent:
| · |
every
obligation of such person for money
borrowed;
|
| · |
every
obligation of such person evidenced by bonds, debentures, notes or
other
similar instruments;
|
| · |
every
reimbursement obligation of such person with respect to letters of
credit,
bankers’ acceptances or similar facilities issued for the account of such
person;
|
| · |
every
obligation of such person issued or assumed as the deferred purchase
price
of property or services (but excluding trade accounts payable or
accrued
liabilities arising in the ordinary course of
business);
|
| · |
every
capital lease obligation of such person;
and
|
| · |
every
obligation of the type referred to in the previous five bullets of
another
person and all dividends of another person the payment of which,
in either
case, such person has guaranteed or is responsible or liable for,
directly
or indirectly, as obligor or otherwise. (Subordinated Indenture Section
101)
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“Senior
Debt” means with respect to any person the principal of (and premium, if any)
and interest, if any (including interest accruing on or after the filing of
any
petition in bankruptcy or for reorganization relating to such person to the
extent that such claim for post-petition interest is allowed in such
proceeding), on Debt of such person, whether incurred on or prior to the date
of
the Subordinated Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it
is provided that such obligations are not superior in right of payment to the
subordinated debt securities or to other Debt of such person which is pari
passu
with, or subordinated to, the subordinated debt securities; provided, however,
that Senior Debt does not include (i) the subordinated debt securities or (ii)
any other debt securities issued to any other trusts, partnerships or other
entity affiliated with CIGNA which is a financing vehicle of CIGNA (“Financing
Entity”) in connection with the issuance of preferred securities of such
Financing Entity. (Subordinated Indenture Section 101)
The
Subordinated Indenture does not limit or prohibit the incurrence of additional
Senior Debt of CIGNA, which may include indebtedness that is senior to the
subordinated debt securities, but subordinate to other obligations of CIGNA.
The
senior debt securities, when issued, will constitute Senior Debt of
CIGNA.
At
June
30, 2006, the Company had $1.326 billion of Senior Debt outstanding and no
subordinated debt securities outstanding.
The
prospectus supplement may further describe the provisions, if any, applicable
to
the subordination of the subordinated debt securities of a particular
series.
Concerning
our Relationship with the Trustee
U.S.
Bank, National Association, will act as Trustee under our Senior Indenture
and
our Subordinated Indenture. We maintain customary banking relationships in
the
ordinary course of business with the Trustee and its affiliates.
Governing
Law
Each
of
the Indentures is governed by and shall be construed in accordance with the
internal laws of the State of New York.
Each
debt
security will be represented either by a certificate issued in definitive form
to a particular investor or by one or more global securities representing the
entire issuance of securities. Certificated securities in definitive form and
global securities will be issued in registered form. Definitive securities
name
you or your nominee as the owner of the security, and in order to transfer
or
exchange these securities or to receive payments other than interest or other
interim payments, you or your nominee must physically deliver the securities
to
the Trustee. Global securities name a depositary or its nominee as the owner
of
the debt securities represented by these global securities.
We
may
issue the debt securities in the form of one or more fully registered global
securities that will be deposited with a depositary or its nominee identified
in
the applicable prospectus supplement and registered in the name of that
depositary or nominee. In those cases, one or more global securities will be
issued in a denomination or aggregate denominations equal to the portion of
the
aggregate principal or face amount of the securities to be represented by global
securities. Unless and until it is exchanged in whole for securities in
definitive registered form, a global security may not be transferred except
as a
whole by and among the depositary for the global security, the nominees of
the
depositary or any successors of the depositary or those nominees.
If
not
described below, any specific terms of the depositary arrangement with respect
to any securities to be represented by a global security will be described
in
the prospectus supplement relating to those securities. (Sections 204 and 305)
We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership
of beneficial interests in a global security will be limited to persons, called
participants, that have accounts with the depositary. Upon the issuance of
a
global security, the depositary will credit, on its book-entry registration
and
transfer system, the participants’ accounts with the respective principal or
face amounts of the securities beneficially owned by the participants. Any
dealers, underwriters or agents participating in the distribution of the
securities will designate the accounts to be credited. Ownership of beneficial
interests in a global security will be shown on, and the transfer of ownership
interests will be effected only through, records maintained by the depositary,
with respect to interests of participants, and on the records of participants,
with respect to interests of persons holding through participants. The laws
of
some states may require that some purchasers of securities take physical
delivery of these securities in definitive form. These laws may impair your
ability to own, transfer or pledge beneficial interests in global
securities.
So
long
as the depositary, or its nominee, is the registered owner of a global security,
that depositary or its nominee, as the case may be, will be considered the
sole
owner or holder of the securities represented by the global security for all
purposes under the applicable Indenture. Except as described below, owners
of
beneficial interests in a global security will not be entitled to have the
securities represented by the global security registered in their names, will
not receive or be entitled to receive physical delivery of the securities in
definitive form and will not be considered the owners or holders of the
securities under the applicable Indenture. Accordingly, each person owning
a
beneficial interest in a global security must rely on the procedures of the
depositary for that global security and, if that person is not a participant,
on
the procedures of the participant through which the person owns its interest,
to
exercise any rights of a holder under the applicable Indenture. We understand
that under existing industry practices, if we request any action of holders
or
if an owner of a beneficial interest in a global security desires to give or
take any action that a holder is entitled to give or take under the applicable
Indenture, the depositary for the global security would authorize the
participants holding the relevant beneficial interests to give or take that
action, and the participants would authorize beneficial owners owning through
them to give or take that action or would otherwise act upon the instructions
of
beneficial owners holding through them.
Principal
(or premium, if any) and interest payments on debt securities represented by
a
global security registered in the name of a depositary or its nominee will
be
made to the depositary or its nominee, as the case may be, as the registered
owner of the global security. Neither CIGNA nor the Trustee nor any agent of
CIGNA or the Trustee will have any responsibility or liability for any aspect
of
the records relating to payments made on account of beneficial ownership
interests in the global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.
We
expect
that the depositary for any of the securities represented by a global security,
upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or other property to holders of that
global security, will immediately credit participants’ accounts in amounts
proportionate to their respective beneficial interests in that global security
as shown on the records of the depositary. We also expect that payments by
participants to owners of beneficial interests in a global security held through
participants will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in “street name,” and will be the responsibility of
those participants.
If
the
depositary for any of these securities represented by a global security is
at
any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and a
successor depositary registered as a clearing agency under the Securities
Exchange Act of 1934 is not appointed by us within 90 days, we will issue
securities in definitive form in exchange for the global security that had
been
held by the depositary. In addition, we may at any time and in our sole
discretion decide not to have any of the securities represented by one or more
global securities. If we make that decision, we will issue securities in
definitive form in exchange for all of the global security or securities
representing those securities. Any securities issued in definitive form in
exchange for a global security will be registered in the name or names that
the
depositary gives to the Trustee or relevant agent of ours or theirs. It is
expected that the depositary’s instructions will be based upon directions
received by the depositary from participants with respect to ownership of
beneficial interests in the global security that had been held by the
depositary.
DESCRIPTION
OF CAPITAL STOCK
Description
of Common Stock
The
Company is authorized to issue 600,000,000 shares of common stock, par value
$0.25 per share, of which 160,028,461 shares were issued and 110,894,350 were
outstanding at June 30, 2006.
Holders
of common stock are entitled to receive such dividends as the board of directors
of the Company may from time to time declare. Payment of dividends on the common
stock will at all times be subject to, among other things, prior satisfaction
of
dividend and sinking fund requirements, if any, of any series of preferred
stock
that may then be outstanding, and the availability of funds to the Company,
which in turn may be subject to fixed payment obligations which the Company
may
incur in the future, and the ability of the Company's insurance subsidiaries
to
declare and pay dividends under applicable insurance regulatory requirements.
No
shares of preferred stock are outstanding as of the date of this
prospectus.
The
Company's board of directors is divided into three classes, each elected for
a
term of three years. Directors may be removed only for cause. Holders of common
stock have one vote per share and have no cumulative voting rights. Subject
to
the rights of creditors and the liquidation preferences of holders of preferred
stock, the holders of common stock are entitled to share ratably in the
remaining assets of the Company in the event of its voluntary or involuntary
liquidation or dissolution. Holders of common stock have no preemptive rights.
All shares of common stock presently outstanding are, and all such shares to
be
issued pursuant to this prospectus will be, fully paid and
nonassessable.
Under
the
Company's shareholder rights plan, a Preferred Stock Purchase Right (a “Right”)
attaches to each outstanding share of common stock. The Rights trade with the
common stock until the Rights become exercisable. They are exercisable only
if a
party acquires, or announces a tender offer to acquire, 10% or more of the
outstanding common stock, unless CIGNA's board of directors approves the
transaction. Each Right entitles the shareholder to buy, for a $260 exercise
price, 1/1000 of a share of Junior Participating Preferred Stock, Series D,
having dividend and voting rights approximately equal to one share of common
stock. Upon the acquisition of 10% or more of the outstanding common stock
by an
acquirer, all Rights holders except the acquirer may, except under certain
circumstances, purchase shares of common stock worth twice the exercise price.
If, after the acquisition of 10% or more of the outstanding common stock, the
Company is acquired in a merger or other business combination transaction,
Rights holders may purchase the acquirer's shares at a similar discount. The
Company may redeem the Rights for $0.0033 each at any time before an acquirer
acquires 10% of its outstanding common stock, and thereafter under certain
circumstances.
Certain
mergers and other business combinations must be approved by holders of at least
80% of the outstanding common stock and any preferred stock entitled to vote
generally, voting together as a single class, except where the transaction
is
approved by a majority of the Company's board of directors, or certain minimum
price criteria and procedural conditions are met as specified in the Company's
Restated Certificate of Incorporation. A similar 80% vote of the outstanding
common stock and any preferred stock entitled to vote generally, voting together
as a single class, is required for the Company's shareholders to amend, repeal
or adopt any charter provision inconsistent with such provisions or to adopt,
amend or repeal the Company's by-laws. Such provisions could inhibit a change
of
control in situations that the board of directors determines are not adequate
or
in the best interests of shareholders, or that do not meet specified fair price
criteria and procedural conditions. In some circumstances, some or all
shareholders could be denied the opportunity to realize a premium over the
then-prevailing market price for the shares.
Description
of Preferred Stock
The
Company's Restated Certificate of Incorporation authorizes the issuance of
25,000,000 shares of preferred stock, par value $1.00 per share. No shares
of
preferred stock are outstanding as of the date of this prospectus, but the
Company has reserved for issuance 6,000,000 shares of its Junior Participating
Preferred Stock, Series D, issuable pursuant to the Company's shareholder rights
plan, a description of which has been incorporated by reference herein. The
Company's preferred stock may be issued from time to time in one or more series,
without shareholder approval, when authorized by the board
of
directors. Subject to limitations prescribed by law, the board of directors
is
authorized to determine the voting powers (if any), designation, preferences
and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, for each series of preferred stock that
may
be issued, and to fix the number of shares of each such series.
Section
203 of the Delaware General Corporation Law
Section
203 of the Delaware General Corporation Law prohibits a defined set of
transactions between a Delaware corporation, such as us, and an interested
stockholder. An interested stockholder is defined as a person who, together
with
any affiliates or associates of such person, beneficially owns, directly or
indirectly, 15% or more of the outstanding voting shares of a Delaware
corporation. This provision may prohibit business combinations between an
interested stockholder and a corporation for a period of three years after
the
date the interested stockholder becomes an interested stockholder. The term
business combination is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10%
of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder’s proportionate share ownership in the
corporation.
This
prohibition is effective unless:
| · |
the
business combination is approved by the corporation’s board of directors
prior to the time the interested stockholder becomes an interested
stockholder;
|
| · |
the
interested stockholder acquired at least 85% of the voting stock
of the
corporation, other than stock held by directors who are also officers
or
by qualified employee stock plans, in the transaction in which it
becomes
an interested stockholder; or
|
| · |
the
business combination is approved by a majority of the board of directors
and by the affirmative vote of two-thirds of the outstanding voting
stock
that is not owned by the interested stockholder.
|
In
general, the prohibitions do not apply to business combinations with persons
who
were shareholders before we became subject to Section 203.
Special
By-Laws Provisions
Our
by-laws divide our board of directors into three classes of directors serving
staggered, three-year terms. Vacancies, and newly-created directorships
resulting from any increase in the size of our board, must be filled by our
board, even if the directors then on the board do not constitute a quorum or
only one director is left in office. These provisions, together with the
provisions of Section 203 of the Delaware General Corporation Law, could have
the effect of delaying, deferring or preventing a change in control or the
removal of existing management, of deterring potential acquirors from making
an
offer to our shareholders and of limiting any opportunity to realize premiums
over prevailing market prices for our common stock in connection therewith.
This
could be the case notwithstanding that a majority of our shareholders might
benefit from such a change in control or offer.
Transfer
Agent and Registrar
Mellon
Investor Services serves as the registrar and transfer agent for the common
stock.
Stock
Exchange Listing
Our
common stock is listed on the New York Stock Exchange under the trading symbol
“CI”.
General
Any
of
the securities being offered hereby and any accompanying prospectus supplement
may be sold in any one or more of the following ways from time to
time.
| · |
directly
to purchasers;
|
| · |
to
or through underwriters;
|
| · |
directly
to our shareholders; or
|
| · |
through
a combination of any such methods of
sale.
|
We
may
also issue the securities as a dividend or distribution to our
shareholders.
In
addition, we may enter into derivative transactions with third parties, or
sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates,
in
connection with such a transaction, the third parties may, pursuant to this
prospectus and the applicable prospectus supplement, sell securities covered
by
this prospectus and the applicable prospectus supplement. If so, the third
party
may use securities borrowed from us or others to settle such sales and may
use
securities received from us to close out any related short positions. We may
also loan or pledge securities covered by this prospectus and the applicable
prospectus supplement to third parties, who may sell the loaned securities
or,
in an event of default in the case of a pledge, sell the pledged securities
pursuant to this prospectus and the applicable prospectus
supplement.
The
distribution of the securities may be effected from time to time in one or
more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
We
may
solicit offers to purchase directly. Offers to purchase securities also may
be
solicited by agents designated by us from time to time. Any such agent involved
in the offer or sale of the securities in respect of which this prospectus
is
delivered will be named, and any commissions payable by us to such agent will
be
set forth, in the applicable prospectus supplement. Unless otherwise indicated
in such prospectus supplement, any such agent will be acting on a reasonable
best efforts basis for the period of its appointment. Any such agent may be
deemed to be an underwriter, as that term is defined in the Securities Act
of
1933, of the securities so offered and sold.
If
securities are sold by means of an underwritten offering, we will execute an
underwriting agreement with an underwriter or underwriters at the time an
agreement for such sale is reached, and the names of the specific managing
underwriter or underwriters, as well as any other underwriters, the respective
amounts underwritten and the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and dealers, if any,
will be set forth in the applicable prospectus supplement which will be used
by
the underwriters to make resales of the securities in respect of which this
prospectus is being delivered to the public. If underwriters are utilized in
the
sale of any securities in respect of which this prospectus is being delivered,
such securities will be acquired by the underwriters for their own account
and
may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Securities may be offered
to
the public either through underwriting syndicates represented by managing
underwriters or directly by one or more underwriters. If any underwriter or
underwriters are utilized in the
sale
of
securities, unless otherwise indicated in the applicable prospectus supplement,
the underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters with
respect to a sale of such securities will be obligated to purchase all such
securities if any are purchased.
We
may
grant to the underwriters options to purchase additional securities, to cover
over-allotments, if any, at the initial public offering price (with additional
underwriting commissions or discounts), as may be set forth in the prospectus
supplement relating thereto. If we grant any over-allotment option, the terms
of
such over-allotment option will be set forth in the prospectus supplement for
such securities.
If
a
dealer is used in the sale of the securities in respect of which this prospectus
is delivered, we will sell such securities to the dealer, as principal. The
dealer may then resell such securities to the public at varying prices to be
determined by such dealer at the time of resale. Any such dealer may be deemed
to be an underwriter, as such term is defined in the Securities Act, of the
securities so offered and sold. The name of the dealer and their terms of the
transaction will be set forth in the prospectus supplement relating thereto.
Offers
to
purchase securities may be solicited directly by us and the sale thereof may
be
made by us directly to institutional investors or others, who may be deemed
to
be underwriters within the meaning of the Securities Act of 1933 with respect
to
any resale thereof. We may also offer securities through agents in connection
with a distribution to our shareholders of rights to purchase such securities.
The terms of any such sales will be described in the prospectus supplement
relating thereto.
We
may
offer our equity securities into an existing trading market on the terms
described in the applicable prospectus supplement. Underwriters and dealers
who
may participate in any at-the-market offerings will be described in the
prospectus supplement relating thereto.
Pursuant
to any standby underwriting agreement entered into in connection with a
subscription rights offering to our shareholders, persons acting as standby
underwriters may receive a commitment fee for all securities underlying the
subscription rights that the underwriter commits to purchase on a standby basis.
Additionally, prior to the expiration date with respect to any subscription
rights, any standby underwriters in a subscription rights offering to our
shareholders may offer such securities on a when-issued basis, including
securities to be acquired through the purchase and exercise of subscription
rights, at prices set from time to time by the standby underwriters. After
the
expiration date with respect to such subscription rights, the underwriters
may
offer securities of the type underlying the subscription rights, whether
acquired pursuant to a standby underwriting agreement, the exercise of the
subscription rights or the purchase of such securities in the market, to the
public at a price or prices to be determined by the underwriters. The standby
underwriters may thus realize profits or losses independent of the underwriting
discounts or commissions paid by us. If we do not enter into a standby
underwriting arrangement in connection with a subscription rights offering
to
our shareholders, we may elect to retain a dealer-manager to manage such a
subscription rights offering for us. Any such dealer-manager may offer
securities of the type underlying the subscription rights acquired or to be
acquired pursuant to the purchase and exercise of subscription rights and may
thus realize profits or losses independent of any dealer-manager fee paid by
us.
Securities
may also be offered and sold, if so indicated in the applicable prospectus
supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one
or
more firms (“remarketing firms”) acting as principals for their own accounts or
as agents for us. Any remarketing firm will be identified and the terms of
its
agreement, if any, with us and its compensation will be described in the
applicable prospectus supplement. Remarketing firms may be deemed to be
underwriters, as that term is defined in the Securities Act of 1933, in
connection with the securities remarketed thereby.
If
so
indicated in the applicable prospectus supplement, we may authorize agents,
dealers or underwriters to solicit offers by certain institutions to purchase
securities from us at the public offering price set forth in the applicable
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on the date or dates stated in the applicable prospectus
supplement. Such delayed delivery contracts will be subject to only those
conditions set forth in the applicable
prospectus
supplement. A commission indicated in the applicable prospectus supplement
will
be paid to underwriters and agents soliciting purchases of securities pursuant
to delayed delivery contracts accepted by us.
Agents,
underwriters, dealers and remarketing firms may be entitled under relevant
agreements with us to indemnification by us against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such agents, underwriters, dealers and remarketing firms
may
be required to make in respect thereof.
Any
underwriter may engage in stabilizing and syndicate covering transactions in
accordance with Rule 104 under Regulation M. Rule 104 permits stabilizing bids
to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. The underwriters may over-allot shares of the
securities in connection with an offering of securities, thereby creating a
short position in the underwriters’ account. Syndicate covering transactions
involve purchases of the securities in the open market after the distribution
has been completed in order to cover syndicate short positions. Stabilizing
and
syndicate covering transactions may cause the price of the securities to be
higher than it would otherwise be in the absence of such transactions. These
transactions, if commenced, may be discontinued at any time.
Unless
otherwise specified in the applicable prospectus supplement, each series of
securities, other than our common stock that is listed on the New York Stock
Exchange, will be a new issue and will have no established trading market.
We
may elect to list any series of securities on an exchange but, unless otherwise
specified in the applicable prospectus supplement, we shall not be obligated
to
do so. In addition, underwriters will not be obligated to make a market in
any
securities. No assurance can be given as to the liquidity of, or activity in,
the trading market for any of the securities.
Agents,
underwriters, dealers and remarketing firms may be customers of, engage in
transactions with, or perform services for, us, our subsidiaries in the ordinary
course of business.
The
anticipated date of delivery of securities will be set forth in the applicable
prospectus supplement relating to each offer.
Unless
otherwise indicated in the applicable prospectus supplement, the validity of
our
debt securities, common stock, preferred stock, warrants, purchase contracts
and
units will be passed upon for us by Wilmer
Cutler Pickering Hale and Dorr LLP.
The
consolidated financial statements and management’s assessment of the
effectiveness of internal control over financial reporting (which is included
in
Management’s Report on Internal Control over Financial Reporting) incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2005 have been so incorporated in reliance on the report
of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and
accounting.
CIGNA
and
certain of its affiliates, including Connecticut General Life Insurance Company
and Life Insurance Company of North America, may each be considered a “party in
interest” within the meaning of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or a “disqualified person” within the meaning of the
Code, with respect to many employee benefit plans. Prohibited transactions
within the meaning of ERISA or the Code may arise, for example, if debt
securities are acquired by an employee benefit plan with respect to which CIGNA
or any of its affiliates is a service provider, unless such debt securities
are
acquired pursuant to an exemption for transactions effected on behalf of such
plan by a “qualified professional asset manager” or pursuant to any other
available exemption. Any such employee benefit plan proposing to invest in
the
debt securities should consult with its legal counsel.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table lists the expenses expected to be incurred by CIGNA in
connection with the issuance and distribution of securities registered under
this registration statement.
|
SEC
registration fee
|
|
$
|
(1)
|
|
|
Accounting
fees and expenses (2)
|
|
|
120,000 |
|
|
Legal
fees and expenses (2)
|
|
|
150,000 |
|
|
Printing,
distribution and engraving expenses (2)
|
|
|
60,000 |
|
|
Trustee
fees and expenses (2)
|
|
|
20,000 |
|
|
Rating
Agency fees (2)
|
|
|
500,000 |
|
|
Miscellaneous
expenses, including Listing Fees (2)
|
|
|
50,000
|
|
|
Total
|
|
$
|
900,000 |
|
(1)
Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act
of
1933. SEC registration fees are determined based upon the aggregate initial
offering price of the securities being offered from time to time. As of the
date
of this registration statement, the Section 6(b) fee rate applicable to the
registration of securities is $107.00 per million.
(2)
Estimated. Actual amounts to be determined from time to time.
Item
15. Indemnification of Directors and Officers.
Under
Section 145 of the Delaware Corporation Law, the Company is empowered to
indemnify its directors and officers in the circumstances therein
provided.
Under
Article VI of its by-laws, the Company will indemnify any director or officer
of
the Company, as well as any other person who is or was a director, officer
or
employee of the Company or any of its subsidiaries who serve as directors or
officers of any other entity at the request of the Company, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding (other than an action by or in the right
of the Company), against expenses (including attorneys’ fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person,
to the extent that such person’s defense to any claim against them in such
capacity is successful, either on the merits or otherwise, or to the extent
that
they are determined to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, as to which
such person had no reasonable cause to believe that such conduct was unlawful.
Article VI will not provide indemnification to a director or officer who has
been adjudged to be liable to the Company, unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
was brought shall determine that such person is fairly and reasonably entitled
to indemnity.
The
Company is insured against liabilities which it may incur by reason of Article
VI of its by-laws. In addition, directors and officers of the Company, as well
as any other persons who serve as directors or officers of any other entity
at
the request of the Company, are insured, at the Company’s expense, against
liabilities which might arise against such persons in any such capacity, whether
or not the Company would have the power to indemnify such persons against such
liability under the provisions of Article VI.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits:
|
Exhibit
Number
|
Description
|
|
4.1
|
Senior
Debt Indenture between CIGNA Corporation and U.S. Bank National
Association dated as of August 16, 2006.
|
|
4.2
|
Subordinated
Debt Indenture between CIGNA Corporation and U.S. Bank National
Association dated as of August 16, 2006.
|
|
4.3
|
Specimen
Common Stock Certificate, incorporated herein by reference to Exhibit
4.5
to CIGNA’s Registration Statement on Form S-3 filed on April 15,
1992.
|
|
4.4(a)
|
Amended
and Restated Rights Agreement dated as of July 22, 1998 between CIGNA
Corporation and First Chicago Trust Company of New York, incorporated
herein by reference to Exhibit 4(a) to CIGNA’s Annual Report on Form 10-K
for the year ended December 31, 2003 filed on February 27,
2004.
|
|
4.4(b)
|
Amendment
No. 1 dated as of December 14, 1998 to the Amended and Restated Rights
Agreement, incorporated herein by reference to Exhibit 4(b) to CIGNA’s
Annual Report on Form 10-K for the year ended December 31, 2003 filed
on
February 27, 2004.
|
|
4.4(c)
|
Amendment
No. 2 dated as of December 31, 2001 to the Amended and Restated Rights
Agreement, incorporated herein by reference to Exhibit 4(c) to CIGNA’s
Annual Report on Form 10-K for the year ended December 31, 2001 filed
on
February 28, 2002.
|
|
5
|
Opinion
of Wilmer
Cutler Pickering Hale and Dorr LLP.
|
|
12
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges, incorporated
herein by reference to Exhibit 12 to CIGNA’s Quarterly Report on Form 10-Q
filed on August 2, 2006.
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23.2
|
Consent
of Wilmer
Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5 to this Registration Statement).
|
|
24
|
Powers
of Attorney.
|
|
25(a)
|
Form
T-1 Statement of Eligibility under Trust Indenture Act of 1939 of
Trustee
under Senior Debt Indenture.
|
|
25(b)
|
Form
T-1 Statement of Eligibility under Trust Indenture Act of 1939 of
Trustee
under Subordinated Debt Indenture.
|
Item
17. Undertakings.
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, 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 arising after the effective date
of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however,
that
the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of 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 therein, 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.
(4)
That
for purposes of determining liability under the Securities Act of 1933 to any
purchaser:
(A)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed to
be
the initial bona
fide
offering
thereof. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made
in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5)
That,
for the purpose of determining liability of a registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities,
the
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)
The
undersigned registrant 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 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be
the initial bona
fide
offering
thereof.
(c)
The
undersigned registrant undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
(d)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of each
registrant pursuant to the foregoing provisions, or otherwise, each registrant
has been advised that in the opinion of the 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 a registrant of expenses incurred or paid by a director,
officer or controlling person of a 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, that registrant
will,
unless in the opinion of their 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia, Pennsylvania, on August 17, 2006.
CIGNA
CORPORATION
By: ________*__________
Michael
W. Bell
Executive Vice President and Chief Financial Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated as of
August 17, 2006.
|
Signature
|
|
Title
|
|
*
|
|
|
|
H.
Edward Hanway
|
|
Chairman,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
*
|
|
|
|
Michael
W. Bell
|
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
|
*
|
|
|
|
Annmarie
T. Hagan
|
|
Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
|
*
|
|
|
|
Robert
H. Campbell
|
|
Director
|
|
*
|
|
|
|
Isiah
Harris, Jr.
|
|
Director
|
|
*
|
|
|
|
Jane
E. Henney, M.D.
|
|
Director
|
| |
|
|
|
*
|
|
|
|
Peter
N. Larson
|
|
Director
|
|
*
|
|
|
|
Roman
Martinez IV
|
|
Director
|
|
*
|
|
|
|
Harold
A. Wagner
|
|
Director
|
|
*
|
|
|
|
Carol
Cox Wait
|
|
Director
|
|
*
|
|
|
|
Donna
F. Zarcone
|
|
Director
|
|
*
|
|
|
|
William
D. Zollars
|
|
Director
|
*By:
/s/ Christine A. Reuther
Christine A. Reuther
Attorney-in-Fact
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
|
|
|
|
|
|
4.3
|
Specimen
Common Stock Certificate, incorporated herein by reference to Exhibit
4.5
to CIGNA’s Registration Statement on Form S-3 filed on April 15,
1992.
|
|
4.4(a)
|
Amended
and Restated Rights Agreement dated as of July 22, 1998 between CIGNA
Corporation and First Chicago Trust Company of New York, incorporated
herein by reference to Exhibit 4(a) to CIGNA’s Annual Report on Form 10-K
for the year ended December 31, 2003 filed on February 27,
2004.
|
|
4.4(b)
|
Amendment
No. 1 dated as of December 14, 1998 to the Amended and Restated Rights
Agreement, incorporated herein by reference to Exhibit 4(b) to CIGNA’s
Annual Report on Form 10-K for the year ended December 31, 2003 filed
on
February 27, 2004.
|
|
4.4(c)
|
Amendment
No. 2 dated as of December 31, 2001 to the Amended and Restated Rights
Agreement, incorporated herein by reference to Exhibit 4(c) to CIGNA’s
Annual Report on Form 10-K for the year ended December 31, 2001 filed
on
February 28, 2002.
|
|
|
|
|
12
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges, incorporated
herein by reference to Exhibit 12 to CIGNA’s Quarterly Report on Form 10-Q
filed on August 2, 2006.
|
|
|
|
|
23.2
|
Consent
of Wilmer
Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5 to this Registration Statement).
|
|
|
|
|
|
|
|
|
|