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EX-99.1 - EXHIBIT 99.1 - Cigna Holding Co | ex99-1.htm |
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
Date of report (Date of earliest event reported): November 3, 2011
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Cigna Corporation
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-08323
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06-1059331
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 Cottage Grove Road
Bloomfield, Connecticut 06002
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: (860) 226-6000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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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))
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Item 8.01
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Other Events
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On November 3, 2011, Cigna Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement,” by and among the Company and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC, as representatives of the underwriters named in Schedule I of the Underwriting Agreement, with respect to the issuance and sale by the Company of $600,000,000 aggregate principal amount of 2.750% Senior Notes due 2016 (the “5-Year Notes”), $750,000,000 aggregate principal amount of 4.000% Senior Notes due 2022 (the “10-Year Notes”), and $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2042 (the “30-Year Notes” and, together with the 5-Year Notes and the 10-Year Notes, the “Notes”). The offering of the Notes was pursuant to an effective shelf registration statement on Form S-3ASR, File No. 333-161227. A copy of the Underwriting Agreement is filed as Exhibit 99.1 hereto.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Underwriting Agreement, dated as of November 3, 2011, by and among Cigna Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC, as representatives of the underwriters named therein.
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SIGNATURE
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.
Cigna Corporation
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Date:
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November 9, 2011
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By:
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/s/ Nicole S. Jones
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Name:
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Nicole S. Jones
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Title:
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Executive Vice President and
General Counsel
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INDEX TO EXHIBITS
Exhibit No.
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Description
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Method of Filing
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Underwriting Agreement, dated as of November 3, 2011, by and among Cigna Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC, as representatives of the underwriters named therein.
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Filed herewith.
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