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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
AMENDMENT NO. 1
EMPHESYS Financial Group, Inc.
(Name of Subject Company)
HEW, Inc.
a wholly owned subsidiary of
HUMANA INC.
(Bidders)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
29158K104
(CUSIP No. of Class of Securities)
Arthur P. Hipwell, Esq.
Senior Vice President & General Counsel
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
(502) 580-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Jeffrey Bagner, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004-1980
(212) 859-8000
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP NO. 29158K104 Page 2 of 3 Pages
This Amendment No. 1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 Statement and on Schedule
13D (the "14D-1") filed on August 16, 1995, relating to a
tender offer by HEW, Inc., a Delaware corporation (the
"Offeror") and a wholly owned subsidiary of Humana Inc., a
Delaware corporation (the "Parent") to purchase all
outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of EMPHESYS Financial Group, Inc. (the
"Company") at a purchase price of $37.50 per Share, net to the
seller, in cash, without interest, upon the terms and
conditions set forth in the Offer to Purchase, dated August
16, 1995, and in the related Letter of Transmittal.
Item l0(b). Additional Information
Item 10(b) of the 14D-1 is hereby amended by adding the
following:
The Offeror has been advised by the Company that The
Dental Concern, Ltd., an indirect wholly owned subsidiary of
the Company, is an Illinois domestic insurance company.
Chapter 215, Act 5, Section 131.4 of the Illinois
Insurance Code ("Illinois Code") provides that a person other
than the insurer shall not make a tender offer for or a
request or invitation for tenders of, or seek to acquire or
acquire any voting security of a domestic insurer (defined for
this purpose to include any company controlling such a
domestic insurer) if, at the completion of such acquisition,
the person would be in control of the domestic insurer unless
the person has filed with the Office of the Director of
Insurance of the State of Illinois ("DOI") and has sent to the
insurer a Form A acquisition statement containing the
information required by the DOI, and the offer, request,
invitation, agreement or acquisition has been approved by the
DOI in the manner prescribed by Chapter 215, Act 5, Section
131 of the Illinois Code. There is no statutory time period
within which the DOI must respond to a request for approval.
Under Section 131, the DOI may hold a hearing on the proposed
acquisition.
The Offeror and the Parent intend to submit a Form A
acquisition statement to the DOI seeking approval of the Offer
as soon as practicable.
CUSIP NO. 29158K104 Page 3 of 3 Pages
SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
HUMANA INC.
BY: /S/ ARTHUR P. HIPWELL
ARTHUR P. HIPWELL
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
HEW, INC.
BY: /S/ JAMES E. MURRAY
JAMES E. MURRAY
VICE PRESIDENT AND
CONTROLLER
August 24, 1995