FORM 8-A/A
AMENDMENT NO. 5
To Registration Statement on Form 8-A
Dated March 9, 1987,
As amended on December 7, 1992 and March 2, 1993,
And Amended and Restated February 14, 1996,
And As Amended on May 27, 1998 and March 1, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT of 1934
HUMANA INC.
(Exact name of registrant as specified in charter)
Delaware 61-0647538
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
500 West Main Street 40202
Louisville, Kentucky
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange of which
To be so registered each class is to be registered
___________________________ __________________________________
Rights to Purchase Series A New York Stock Exchange
Participating Preferred Stock
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If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. /x/
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form relates:_________ (if Applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
The undersigned Registrant, Humana Inc., (the "Company" or "Registrant") hereby amends the following items and exhibits or other portions of its Registration Statement on Form 8-A as follows:
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is hereby amended as described in the attached Exhibit 4.3.
For a complete description of the Rights Agreement, please see the Rights Agreement which is incorporated by reference herein.
Item 2. Exhibits.
Item 2 is hereby amended by adding a new Exhibit 4.3:
Exhibit 4.3 Amendment No. 2 dated as of March 1, 1999 to
The Amended and Restated Rights Agreement dated
as of February 14, 1996
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 26, 1999
HUMANA INC.
By:/s/ Kathleen Pellegrino
Vice President and
Associate General Counsel
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EXHIBIT INDEX:
3.1 Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 9, 1989 as restated to incorporate the amendment of January 9, 1992 and the correction of March 23, 1992. Exhibit 4(i) to the Registrant's Post-Effective Amendment No. 1, filed February 2, 1994, to the Registrant's Registration Statement (Reg. No. 33-49305) is incorporated by reference herein.
3.2 By-Laws, as amended, Exhibit 3(b) to the Registrant's Annual Report on Form 10-K (File No. 1-5975) filed March 31, 1998 is incorporated by reference herein.
4.1 Form of Amended and Restated Rights Agreement, dated February 14, 1996, between Humana Inc. and Mid-America Bank of Louisville and Trust Company. Exhibit 1.3 to the Registration Statement (File No. 1-5975) on Form 8-A/A dated February 14, 1996 is incorporated by reference herein.
4.2 Amendment No. 1 dated May 27, 1998, to Amended and Restated Rights Agreement, dated February 14, 1996 between Humana Inc. and Mid-America Bank of Louisville and Trust Company ("Rights Agreement"). Exhibit 4.2 to the Registration Statement (File No. 1-5975) on Form 8-A/A dated June 15, 1998 is incorporated by reference herein.
4.3 Amendment No. 2 dated as of March 1, 1999 to the Rights Agreement, filed herewith.
Exhibit 4.3
AMENDMENT NO. 2
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of March 1, 1999 (the "Amendment"), to the Amended and Restated Rights Agreement, dated as of February 14, 1996, as amended (the "Rights Agreement"), by and among Humana Inc., a Delaware corporation (the "Company"), Bank of Louisville (formerly known as Mid-America Bank of Louisville & Trust Company), a banking and trust corporation organized under the laws of the Commonwealth of Kentucky, as Rights Agent (the "Bank of Louisville"), and National City Bank, a banking and trust corporation organized under the laws of Delaware ("NCB"), as successor Rights Agent.
WHEREAS, the Company and Bank of Louisville are currently parties to the Rights Agreement, pursuant to which Bank of Louisville serves as Rights Agent;
WHEREAS, the Company and Bank of Louisville desire that Bank of Louisville resign as Rights Agent and the Company and NCB desire that NCB be appointed as successor Rights Agent, each effective as of March 1, 1999; and
WHEREAS, the parties hereto wish to make certain changes to the Rights Agreement to, among other things, facilitate this succession and to eliminate the delayed redemption provisions therein.
NOW THEREFORE, the Company, Bank of Louisville and NCB hereby agree as follows:
1. Amendments to Rights Agreement. The Rights Agreement shall be and hereby is amended as provided below, effective as of the date of this Amendment:
(a) Section 1 of the Rights Agreement is hereby amended by deleting paragraphs (q) and (r) therefrom and by redesignating paragraph (s) thereof as paragraph (q).
(b) The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is hereby amended by deleting from the end of such definition the following language:
"; provided, however, that neither of United HealthCare Corporation, a Minnesota corporation ("Parent"), nor UH-1 Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), shall be deemed to be an Acquiring Person to the extent that either of Parent or Merger Sub becomes the beneficial owner of Common Shares solely by reason of (i) the execution of the Agreement and Plan of Merger, dated as of May 27, 1998, by and among the Company, Parent and Merger Sub (the "Merger Agreement"), the Stock Option Agreement, dated as of May 27, 1998, by and between the Company and Parent (the "Stock Option Agreement"), or the Voting Agreement, dated as of May 27, 1998, by and between David A.
Jones and Parent (the "Voting
Agreement"), or (ii) the consummation of the transactions contemplated by each of the Merger Agreement, the Stock Option Agreement and the Voting Agreement in accordance with the respective terms thereof."
(c) The definition of "Disinterested Directors" set forth in Section 1(h) of the Rights Agreement is hereby amended by deleting the existing text of clause (iii) thereof and by substituting in its place the following new clause (iii):
"(iii) any Person who was directly or indirectly proposed or nominated as a director of the Company by an Acquiring Person or by any Affiliate or Associate of an Acquiring Person or by any representative of any of them."
(d) The definition of "Shares Acquisition Date" set forth in Section 1(o) of the Rights Agreement is hereby amended by deleting from the end of such definition the following language:
"; provided, however, that the Shares Acquisition Date shall not be deemed to have occurred as a result of the public announcement of the execution of the Merger Agreement, the Stock Option Agreement or the Voting Agreement or as a result of the consummation of the transactions contemplated thereby."
(e) Section 3 of the Rights Agreement is hereby amended by deleting paragraph (d) of such section in its entirety.
(f) Paragraph (c) of Section 3 of the Rights Agreement is hereby modified and amended by deleting from the first sentence of the legend therein the words "Mid-America Bank of Louisville & Trust Company, dated as of February 14, 1996" and replacing them with the words "the Rights Agent, dated as of February 14, 1996, as the same may be amended from time to time".
(g) Section 23(a)(ii) of the Rights Agreement is hereby amended by deleting the final three words of such section and by substituting in place of such three words the following:
"an Acquiring Person."
(h) Section 23(a) of the Rights Agreement is hereby further amended by deleting clause (iii) of such section in its entirety.
(i) Section 26 of the Rights Agreement is hereby modified and amended by deleting from the second sentence thereof the address
"Mid-America Bank of Louisville &
Trust Company
500 West Broadway
Louisville, Kentucky 40202
Attention: Mr. Orson Oliver, President"
and replacing it with the following address:
"National City Bank
Corporate Trust Department
1900 East 9th Street
Cleveland, Ohio 44114
Attention: Sherry L. Damore, Vice President"
(j) Section 27 of the Rights Agreement is hereby amended by deleting the last sentence of such section in its entirety.
2. Change of Rights Agent. Pursuant to
Section 21 of the Rights Agreement, Bank of
Louisville hereby resigns as Rights Agent and the
Company hereby accepts such resignation, effective
as of 12:01 a.m., Eastern Standard Time, March 1,
1999. The Company hereby appoints NCB as successor
Rights Agent, effective as of 12:01 a.m., Eastern
Standard Time, March 1, 1999, and NCB hereby accepts
such appointment, subject to all the terms and
conditions of the Rights Agreement as amended
hereby.
3. Representations and Warranties. Each party hereto represents and warrants that (i) the execution, delivery and performance of this Amendment by such party have been duly authorized by all necessary corporate action and (ii) this Amendment constitutes a valid and binding agreement of such party.
4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written.
HUMANA INC.
By: /s/ Gregory H. Wolf Name: Gregory H. Wolf Title: President & Chief Executive Officer |
BANK OF LOUISVILLE
By: /s/ John T. Rippy Name: John T. Rippy Title: Sr. Vice President & General Counsel |
NATIONAL CITY BANK
By: /s/ Sherry L. Damore Name: Sherry L. Damore Title: Vice President |