CIGNA 8K
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
7, 2006
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
|
1-08323
(Commission
File Number)
|
06-1059331
(IRS
Employer
Identification
No.)
|
Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
Pennsylvania 19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code
(215)
761-1000
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communication pursuant to Rule 13e-49(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01
(Other Events).
On
November 7, 2006, CIGNA Corporation (the “Company”) executed an Underwriting
Agreement (the “Underwriting Agreement”) by and among the Company and Barclays
Capital 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
$250,000,000 aggregate principal amount of its 6.150% Senior Notes due 2036
(the
“Notes”). The offering of the Notes was registered with the Securities and
Exchange Commission in a Registration Statement on Form S-3, File No. 333-136704
(the “Registration Statement”). The Notes were offered pursuant to a prospectus
dated August 17, 2006, and a prospectus supplement dated November 7, 2006.
The
Notes were issued pursuant to a Senior Indenture, dated as of August 16, 2006
(filed as Exhibit 4.1 to the Registration Statement), between the Company and
U.S. Bank National Association, as trustee (the “Trustee”), as supplemented
by a Supplemental Indenture No. 1 (the “Supplemental Indenture”), dated as
of November 10, 2006, between the Company and the Trustee. The closing of the
sale of the Notes occurred on November 10, 2006.
The
following documents are being filed with this Current Report on Form 8-K and
shall be incorporated by reference into the Registration Statement: the
Underwriting Agreement; the Supplemental Indenture; the form of the Note; and
an
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP as to the validity of
the
Notes.
Item
9.01
(Financial Statements and Exhibits).
(d) Exhibits
Exhibit
Number
|
Description
|
|
|
|
|
|
|
|
|
|
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4.2
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Form
of Note (included as Annex A to Exhibit 4.1).
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|
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|
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23.1
|
Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
5.1).
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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.
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CIGNA
CORPORATION
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|
|
|
|
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Date:
November 14, 2006
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By:
/s/ Michael W. Bell
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Michael
W. Bell
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Executive
Vice President and
|
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Chief
Financial Officer
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Index
to Exhibits
Number
|
Description
|
Method
of Filing
|
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4.2
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Form
of Note (included as Annex A to Exhibit 4.1).
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Filed
herewith
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|
|
|
|
|
|
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23.1
|
Consent
of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit
5.1). |
Filed
herewith
|