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) March 14,
2008
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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1-08323
(Commission
File Number)
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06-1059331
(IRS
Employer
Identification
No.)
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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 communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On
March 14, 2008, CIGNA Corporation (the “Company”) entered into a new
commercial paper program (the “Program”) to issue unsecured commercial paper
notes (the “Notes”) up to a maximum of $500,000,000. Goldman, Sachs
& Co. and J.P. Morgan Securities, Inc. will each act as a dealer under the
Program (collectively the “Dealers”) pursuant to the terms and conditions of
their respective Dealer Agreements with the Company (each, a “Dealer
Agreement”). JPMorgan Chase Bank, N.A, will act as issuing and paying
agent under the Program. The Dealer Agreements contains
customary representations, warranties, covenants and indemnification provisions
and provide the terms under which the Dealers will either purchase from the
Company or arrange for the sale by the Company of Notes pursuant to an exemption
from federal and state securities laws.
Under the
Program, the Company may issue the Notes from time to time, and the proceeds of
the commercial paper financing will be used for general corporate purposes,
including working capital, capital expenditures, acquisitions and share
repurchases. The maturities of the Notes will vary, but may not
exceed 397 days from the date of issue. The Notes will be sold under
customary terms in the commercial paper market and bear varying interest rates
on a fixed or floating basis at the option of the Company. The
Program is backstopped by the Company’s second amended and restated revolving
credit and letter of credit agreement dated as of June 19, 2007 (the
“Credit Agreement”). The Program will not increase the Company’s
overall debt as amounts issued under the Program will decrease the amount
available to the Company under the Credit Agreement. Amounts
available under the Program may be reborrowed. If at any time funds
are not available on favorable terms under the Program, the Company may resort
to the Credit Agreement for funding.
The
Dealers and the issuing and paying agent and their affiliates have provided and
may provide, various investment banking, other commercial banking and financial
advisory services to CIGNA for which they have received, and may in the future
receive, customary fees.
A copy of
each Dealer Agreement is attached to this report as Exhibit 10.1 and 10.2,
respectively, and each is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits.
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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Date: March
17, 2008
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By:
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/s/ Nicole S. Jones
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Name: Nicole
S. Jones
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Title: Corporate
Secretary and Vice President, Corporate and Financial
Law
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