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FORM 8-A/A
AMENDMENT NO. 4
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
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)
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
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 follows:
On May 27, 1998, the Company amended the Amended and Restated
Rights Agreement dated as of February 14, 1996 between the Company
and MidAmerica Bank of Louisville & Trust Company, as Rights Agent
("Rights Agreement"), as follows:
1. The definition of "Acquiring Person" set forth in Section 1(a)
of the Rights Agreement is hereby amended by adding at the end
of such definition the following:
"; provided, however, that neither of United HealthCare Corporation,
a Minnesota corporation ("Parent") nor UH-1, Inc., a Delaware
corporation and wholly-owned subsidiary of United HealthCare
Corporation ("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
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."
2. The definition of "Shares Acquisition Date" set forth in Section
1(o) of the Rights Agreement is hereby amended by adding at the
end of such definition the following:
"; 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."
3. The Rights Agreement is hereby amended by adding thereto
the following new Section 3(d):
"(d) Notwithstanding any provision of this Agreement
to the contrary, neither of Parent nor Merger Sub shall
be or be deemed to become an Acquiring Person, and no
Distribution Date, Shares Acquisition Date or any
other event which would result in the Rights becoming
exercisable shall occur or be deemed to occur,
in either case solely by reason of the execution of
the Merger Agreement, the Stock Option Agreement or
the Voting Agreement, as each may be amended from
time to time, or the announcement, commencement or
consummation of the transactions contemplated thereby."
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 4.2:
Exhibit 4.2 Amendment No. 1 dated May 27, 1998, to The Amended
and Restated Rights Agreement dated as of February 14, 1996
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: June 15, 1998
HUMANA INC.
By:/s/ Arthur P. Hipwell
Arthur P. Hipwell
Senior Vice President
and General Counsel
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, filed herewith.
Exhibit 4.2
AMENDMENT NO. 1
TO
AMENDED AND RESTATED RIGHTS AGEEMENT
AMENDENT NO. 1, dated as of May 27, 1998 (the "Amendment"), to the
Amended and Restated Rights Agreement, dated as of February 14, 1996
(the "Rights Agreement"), by and between Humana Inc., a Delaware
corporation (the "Company"), and 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 (the "Rights Agent").
WHEREAS, the parties hereto desire to amend the Rights Agreement
as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1(a) of
the Rights Agreement is hereby amended by adding at the end of such
definition the following:
"; 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") and 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."
2. The definition of "Shares Acquisition Date" set forth in
Section 1(o) of the Rights Agreement is hereby amended by adding at
the end of such definition the following:
"; 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."
3. The Rights Agreement is hereby amended by adding thereto the
following new Section 3(d):
"(d), Nothwithstanding any provision of this Agreement
to the contrary, neither of Parent nor Merger Sub shall be or be
deemed to become an Acquiring Person, and no Distribution
Date, Shares Acquisition Date or any other event which would
result in the Rights becoming exercisable shall occur or be
deemed to occur, in either case solely by reason of the
execution of the Merger Agreement, the Stock
Option Agreement or the Voting Agreement as each
may be amended from time to time, or the announcement,
commencement or consummation of the transactions contemplated thereby."
4. 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.
5. 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.
6. 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/ Arthur P. Hipwell
Name: Arthur P. Hipwell
Title: Senior Vice President &
General Counsel
BANK OF LOUISVILLE
By: /s/ John T. Rippy
Name: John T. Rippy
Title: Senior Vice President &
General Counsel