cigna8k.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
 
Cigna Corporation
(Exact Name of Registrant as Specified in Charter)
 
     
 
Delaware
1-08323
06-1059331
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
 Identification No.)
 
900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:  (860) 226-6000
 
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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 

 
     
Item 8.01
  
Other Events

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.
  
Financial Statements and Exhibits.

(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.
 
 
 
 
 
 
 

 
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
     
     
Date:
November 9, 2011
  
By:
/s/ Nicole S. Jones
       
Name:
Nicole S. Jones
       
Title:
Executive Vice President and
General Counsel
 
 
 
 
 
 
 

 
INDEX TO EXHIBITS

 
 
Exhibit No.
  
 
Description
  
 
Method of Filing
   
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.
  
Filed herewith.