UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported):
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September 9,
2008
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Aetna Inc.
(Exact name of registrant as specified
in its charter)
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Pennsylvania
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1-16095
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23-2229683
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(State or other jurisdiction
of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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151 Farmington Avenue, Hartford, CT
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06156
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code:
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(860)
273-0123
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Former name or former address, if
changed since last report:
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Not
applicable
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following
provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
September 9, 2008, Aetna Inc. (the “Company”) executed a Pricing Agreement (the
“Pricing Agreement”) with Banc of America Securities LLC, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as representatives of the
underwriters named in Schedule I thereto (together, the “Underwriters”),
pursuant to which the Company agreed to issue and sell to the Underwriters $500
million aggregate principal amount of its 6.50% senior notes due September 15,
2018 (the “Senior Notes”). The Pricing Agreement incorporated by
reference the terms of a previously-filed Underwriting Agreement (the
“Underwriting Agreement”) of the Company dated as of June 6,
2006. The sale of the Senior Notes was registered with the Securities
and Exchange Commission in a Registration Statement on Form S-3, File No.
333-130126. The Senior Notes were offered pursuant to a prospectus
dated December 5, 2005 and a prospectus supplement dated September 9,
2008. The closing of the sale of the Senior Notes occurred on
September 12, 2008.
The
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report,
and the Pricing Agreement, which is filed as Exhibit 1.2 to this Current Report,
are incorporated by reference herein in response to this Item 1.01.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
September 12, 2008, the Company issued a press release announcing the completion
of the offering and sale of the Senior Notes. A copy of the press
release is furnished herewith as Exhibit 99.1 to this Current
Report.
Section
8 – Other Events
Item
8.01 Other Events.
In
connection with the offering and sale of the Senior Notes, an officers’
certificate of the Company was executed to establish and designate the Senior
Notes and the terms and characteristics of the Senior Notes (the “Officers’
Certificate”). The Senior Notes were issued, and the Officers’
Certificate was executed, pursuant to the Senior Indenture dated as of March 2,
2001 between the Company and U.S. Bank National Association, as successor in
interest to State Street Bank and Trust Company, as trustee.
The
Officers’ Certificate is filed as Exhibit 4.1 to this Current Report and is
incorporated by reference herein in response to this Item 8.01.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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1.1
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Underwriting
Agreement of Aetna Inc. dated as of June 6, 2006, incorporated herein by reference
to Exhibit 1.1 to Aetna Inc.’s Current Report on Form 8-K filed on
June 9, 2006
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1.2
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Pricing
Agreement between Aetna Inc. and Banc of America Securities LLC, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of
the Underwriters named in Schedule I thereto, dated as of September 9,
2008
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4.1
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Officers’
Certificate dated September 12, 2008 establishing and designating the
Senior Notes
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99.1
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Press
Release of Aetna Inc. dated September 12,
2008
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Aetna
Inc.
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Date: September 12,
2008
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By:
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/s/ Rajan
Parmeswar
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Name: Rajan
Parmeswar
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Title: Vice
President, Controller and Chief Accounting
Officer
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