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Prospectus COVENTRY HEALTH CARE INC - 11-13-2012

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Prospectus COVENTRY HEALTH CARE INC - 11-13-2012 Powered By Docstoc
					                                         UNITED STATES
                             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 13, 2012 (November 12, 2012)




                                                                    Aetna Inc.
                                                  (Exact name of registrant as specified in its charter)

                 Pennsylvania                                           1-16095                                        23-2229683
 (State or other jurisdiction of incorporation)                      (Commission                                     (IRS Employer
                                                                     File Number)                                  Identification No.)



151 Farmington Avenue, Hartford, CT                                                               06156
(Address of principal executive offices)                                                          (Zip Code)
Registrant’s telephone number, including area code:                                               (860) 273-0123
Former name or former address, if changed since last report:                                      N/A

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))
Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement Amendment

          As set forth in Item 8.01 below, on November 12, 2012, the parties to the Consolidated Delaware Action (as defined in Item 8.01
below) executed a memorandum of understanding (the “ MOU ”) containing the terms of the parties’ agreement in principle to resolve the
Consolidated Delaware Action. The MOU provides that, in consideration for the settlement of the Consolidated Delaware Action, Aetna Inc. (“
Aetna ”), Coventry Health Care, Inc. (“ Coventry ”) and Jaguar Merger Subsidiary, Inc., a wholly owned subsidiary of Aetna (“ Merger Sub
”), will agree to amend the Agreement and Plan of Merger, dated as of August 19, 2012 (as previously amended, the “ Merger Agreement ”)
to reflect that (i) the Termination Fee (as defined in the Merger Agreement) payable by Coventry upon a termination of the Merger Agreement
in certain circumstances is reduced from $167,500,000 to $100,000,000 and (ii) the period during which Coventry is required to discuss and
negotiate in good faith with Aetna before making an Adverse Recommendation Change (as defined in the Merger Agreement) involving or
relating to a Superior Proposal (as defined in the Merger Agreement) or terminating the Merger Agreement in order to enter into a definitive
agreement with respect to a Superior Proposal is reduced from five calendar days to two calendar days. The parties to the Merger Agreement
have entered into Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 12, 2012 (“ Amendment No. 2 ”), which
reflects these changes. Other than as provided in Amendment No. 2, the Merger Agreement, as filed with the Securities and Exchange
Commission, remains in full force and effect.

          The foregoing description of Amendment No. 2 and the Merger Agreement is not complete and is qualified in its entirety by reference
to the full text of Amendment No. 2, which is attached hereto as Exhibit 2.1 and incorporated by reference herein, and the Merger Agreement,
which was filed as Exhibit 2.1 to Aetna’s Current Report on Form 8-K filed on August 22, 2012, and Amendment No. 1 to the Merger
Agreement, which was filed as Exhibit 2.2 to Amendment No. 1 to Aetna’s Registration Statement on Form S-4 filed on October 17, 2012
(Registration No. 333-184041), each of which is incorporated by reference herein. A copy of Amendment No. 2 has been included to provide
stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about Aetna
or Coventry. The representations, warranties and covenants, as applicable, contained in Amendment No. 2 and the Merger Agreement have
been made solely for the purposes of Amendment No. 2 and the Merger Agreement and as of specific dates; were solely for the benefit of the
parties to Amendment No. 2 and the Merger Agreement; are not intended as statements of fact to be relied upon by Aetna’s or Coventry’s
stockholders and other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove
to be inaccurate; have been modified or qualified by certain confidential disclosures, as applicable, that were made between the parties in
connection with the negotiation of Amendment No. 2 and the Merger Agreement, which disclosures, as applicable, are not reflected in either
Amendment No. 2 or the Merger Agreement; may no longer be true as of a given date; and may apply standards of materiality in a way that is
different from what may be viewed as material by stockholders or other security holders. Security holders are not third-party beneficiaries
under Amendment No. 2 or the Merger Agreement (except with respect to stockholders’ right to receive the merger consideration following the
effective time of the Merger (as defined in the Merger Agreement)) and should not rely on the representations, warranties or covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of Coventry, Aetna or Merger Sub. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement and/or Amendment No.
2, which subsequent information may or may not be fully reflected in Aetna’s or Coventry’s public disclosures. Aetna acknowledges that,
notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of
material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading.



                                                                        2
Section 8 – Other Events

Item 8.01. Other Events.

Settlement of Litigation

        As previously disclosed on pages 92 and 93 of the definitive proxy statement/prospectus dated October 17, 2012, relating to Aetna’s
proposed acquisition of Coventry under “Litigation Relating to the Merger”:

         Shortly following the announcement of the Merger, several putative shareholder class action complaints were filed in the Circuit Court
for Montgomery County, Maryland (the “ Maryland Actions ”) and in the Court of Chancery of the State of Delaware (the “ Delaware
Actions ”) against the Coventry board of directors, Coventry, Aetna and Merger Sub, which generally allege, among other things, that the
individual defendants breached their fiduciary duties owed to Coventry’s public stockholders in connection with the Merger because the merger
consideration and certain other terms in the Merger Agreement are unfair; that Aetna and Merger Sub aided and abetted these alleged breaches
of fiduciary duty; and that Aetna’s Preliminary Registration Statement on Form S-4 filed on September 21, 2012, contained various
deficiencies. Among other remedies, the complaints in the Maryland Actions and the Delaware Actions generally seek injunctive relief
prohibiting the defendants from completing the proposed merger or, in the event that an injunction is not awarded, unspecified money damages,
costs and attorneys’ fees.

         On October 4, 2012, the Court of Chancery of the State of Delaware (the “ Chancery Court ”) entered an order consolidating the
Delaware Actions under the caption In re Coventry Health Care, Inc. Shareholder Litigation, Consolidated C. A. No. 7905-CS, and appointing
the Employees’ Retirement System of the Government of the Virgin Islands, the General Retirement System of the City of Detroit, and the
Police and Fire Retirement System of the City of Detroit as Co-Lead Plaintiffs (the “ Consolidated Delaware Action ”). Between October 16,
2012 and November 3, 2012, the parties engaged in expedited document and deposition discovery in the Consolidated Delaware Action.

          On October 31, 2012, defendants filed a motion in the Circuit Court for Montgomery County, Maryland (the “ Maryland Court ”) to
stay the Maryland Actions. On November 7, 2012, the Maryland Court granted defendants’ motion and ordered the Maryland Actions stayed
for a period of 90 days.

          On November 12, 2012, the parties to the Consolidated Delaware Action executed the MOU containing the terms of the parties’
agreement in principle to resolve the Consolidated Delaware Action. Pursuant to the MOU, defendants will provide certain supplemental
disclosures relating to the Merger as set forth below in this Form 8-K; and the parties to the Merger Agreement will amend the Merger
Agreement to reflect that (i) the Termination Fee payable by Coventry upon a termination of the Merger Agreement in certain circumstances is
reduced from $167,500,000 to $100,000,000; and (ii) the period during which Coventry is required to discuss and negotiate in good faith with
Aetna before making an Adverse Recommendation Change involving or relating to a Superior Proposal or terminating the Merger Agreement
in order to enter into a definitive agreement with respect to a Superior Proposal is reduced from five calendar days to two calendar days.

         The MOU further provides that (i) the parties will agree upon and execute a stipulation of settlement (the “Stipulation”), which will
replace the MOU and which will be submitted to the Chancery Court for review and approval; (ii) the Stipulation will provide for dismissal of
the Consolidated Delaware Action with prejudice on the merits; (iii) the Stipulation will include a general release of defendants from any and
all claims relating to, among other things, the Merger, the Merger Agreement and any disclosures made in connection therewith; and (iv) the
MOU is, and the Stipulation will be, conditioned on, among other things, consummation of the merger, class certification, and final approval by
the Chancery Court following notice to the shareholders of Coventry. Pending execution of the Stipulation, the parties have agreed to stay all
proceedings in the Consolidated Delaware Action, except those relating to the settlement.

         The defendants have denied and continue to deny any wrongdoing or liability with respect to all claims, events and transactions
complained of in the aforementioned actions or that they have engaged in any wrongdoing. The defendants have entered into the MOU to
eliminate the uncertainty, burden, risk, expense and distraction of further litigation.


                                                                      3
         The settlement will not affect the form or amount of consideration to be received by Coventry stockholders in the merger.

                                       ADDITIONAL DISCLOSURES REQUIRED BY THE MOU

        Set forth below are certain additional disclosures required to be made in accordance with the MOU. The disclosures appear below the
appropriate section heading that corresponds to the sections in the definitive proxy statement/prospectus previously mailed on or about October
19, 2012 to the Coventry stockholders of record as of the close of business on October 15, 2012 (the “ Proxy Statement ”).

Proposal I: The Merger: Background of the Merger

         The section of the Proxy Statement “Proposal I: The Merger: Background of the Merger” starting on page 62 of the Proxy Statement
is hereby amended and supplemented as follows:

        Under the caption “Background of the Merger” (starting on page 62), the following paragraph is hereby added after the current
second paragraph (the paragraph currently running from page 62 to page 63):

         “On January 31, 2012, Allen F. Wise, Coventry’s chief executive officer, entered into a second amendment to his employment
agreement with Coventry, which extended the period of Mr. Wise’s employment for an additional two-year period that would end on December
31, 2013. In 2009, Mr. Wise agreed to serve as Coventry’s chief executive officer on an interim basis. Between 2009 and January 31, 2012, Mr.
Wise had expressed to the Coventry board of directors on multiple occasions his desire to retire, but had agreed, at the board’s request, to
continue serving as chief executive officer until a successor was identified. It was the expectation of the Nominating / Corporate Governance
Committee of the Coventry board and of Mr. Wise that Coventry’s board would identify a successor to Mr. Wise by early 2013 and that Mr.
Wise would remain with Coventry through the end of 2013 to allow for an orderly transition. Since 2009, the Nominating / Corporate
Governance Committee has overseen a process designed to identify a successor to Mr. Wise. That process is proceeding more slowly than
anticipated, however, and to date it has not resulted in the identification of a successor.”

           Under the caption “Background of the Merger” (starting on page 62), the first sentence of the current third paragraph (the current
first full paragraph on page 63) is hereby deleted and replaced with the following:

         “Mr. Wise from time to time meets with other chief executive officers of managed care companies to discuss industry developments
and events (including approximately four meetings in the previous 12 months with the chief executive officers of large managed care
organizations).”

         Under the caption “Background of the Merger” (starting on page 62), the following paragraphs are hereby added after the current
third paragraph (the current first full paragraph on page 63):

          “On February 8, 2012, executives of Coventry, including Randy Giles, Coventry’s chief financial officer, and Drew Asher, Coventry’s
senior vice president of corporate finance, met with Richard C. Jacobsen, a Managing Director focusing on the health care services sector at
Greenhill. Mr. Wise was present for a portion of the meeting. The meeting had been scheduled in January 2012 at Mr. Jacobsen’s request, and
was consistent with Mr. Jacobsen’s practice of meeting periodically with executives in the sector to discuss the managed care industry and
potential strategic opportunities. Mr. Jacobsen’s presentation to the Coventry executives focused on potential strategic acquisition opportunities
involving independent Medicaid managed care organizations. During Mr. Jacobsen’s presentation, there was a discussion concerning what
other industry participants might also have a potential interest in acquiring an independent Medicaid managed care organization. Aetna was
identified as one such industry participant, and the participants at the meeting discussed the view that Aetna would want to increase its presence
in the Medicaid business and that Coventry’s growth in the Medicaid business could potentially make Coventry more attractive to Aetna as a
potential acquisition target. In the course of these discussions, a Coventry executive noted the strength of Coventry’s own Medicaid business,
and suggested that the next time Mr. Jacobsen met with Aetna, Mr. Jacobsen should discuss with Aetna the strength of Coventry’s Medicaid
business. As part of Greenhill’s practice of meeting with industry participants from time to time, Mr. Jacobsen had previously met with Aetna
executives on January 31, 2012 to discuss the managed care industry and potential strategic opportunities.


                                                                        4
         On March 7, 2012, Scott Bok, the chief executive officer of Greenhill, and Mr. Jacobsen met with executives of Aetna, including
Mark L. Keim, Aetna’s global head of strategy and corporate development, and Joseph M. Zubretsky, Aetna’s senior executive vice president
and chief financial officer, to discuss the managed care industry and potential strategic opportunities, including three specific potential
acquisitions that would increase Aetna’s presence in the Medicaid business. This meeting was scheduled in February 2012 at Mr. Jacobsen’s
request as part of Greenhill’s customary practice of meeting with industry participants from time to time. One of the strategic opportunities that
Mr. Bok and Mr. Jacobsen presented was an acquisition of Coventry by Aetna. The written materials presented by Mr. Bok and Mr. Jacobsen at
the meeting included an “Illustrative Acquisition Analysis” that identified an illustrative acquisition price for each of the three potential
acquisition targets and included a “Preliminary Impact Analysis” for each company that identified illustrative acquisition prices based on
premiums of 20%, 30%, and 40% to each company’s current stock price. That analysis resulted in illustrative acquisition prices of $38.84,
$42.08, and $45.32 per share, respectively, for Coventry. During the course of the meeting, representatives of Aetna indicated to Mr. Bok and
Mr. Jacobsen that, prior to the meeting, Aetna had begun to consider and analyze, among other strategic alternatives, a potential acquisition of
Coventry by Aetna.”

          Under the caption “Background of the Merger” (starting on page 62), the words “Following this meeting, on April 6, 2012” in the
first sentence of the current fourth paragraph (the current second full paragraph on page 63) are hereby replaced with the words, “On April 6,
2012” .

        Under the caption “Background of the Merger” (starting on page 62), the current fifth paragraph (the current third full paragraph on
page 63) is hereby deleted and replaced with the following paragraphs:

        “On April 26, 2012, Coventry and Aetna executed a confidentiality and one-year standstill agreement in anticipation of the potential
exchange of information and in-person meetings between members of senior management of both companies. Subsequently, Greenhill
conducted for Coventry’s management and board of directors certain preliminary analyses relating to a potential transaction with Aetna.
Around this time, Mr. Asher indicated to Mr. Jacobsen that Coventry management likely would recommend that Coventry’s board of directors
engage Greenhill in the event that the Coventry board determined to engage a financial advisor in connection with a potential sale of the
company, although Greenhill was advised that any decision to engage a particular financial advisor would be made by the Coventry board.

          On or about April 27, 2012, Mr. Jacobsen made a presentation to representatives of Coventry with respect to a potential acquisition of
Coventry by Aetna. The presentation addressed a variety of matters relating to a potential acquisition, including potential strategic acquirers
other than Aetna that might have an interest in acquiring Coventry. The presentation identified at least two other potential strategic acquirers
with the financial resources to acquire Coventry, but stated that their interest in such a transaction was uncertain. In this same time period, Mr.
Wise expressed the view to other management at Coventry that, depending on the course of discussions, Coventry may decide to convey to
Aetna that Coventry was not for sale and did not intend to start a wide sales process. At the same time, Mr. Wise expressed the view that
Coventry must make clear that if Aetna made a definitive offer for Coventry, the decision whether to initiate such a sales process would be
made by Coventry’s board, based on input from the board’s advisors, the board’s perspective on the value of Aetna’s proposal, and other
factors.”

         Under the caption “Background of the Merger” (starting on page 62), the first sentence of the current sixth paragraph (the current
fourth full paragraph on page 63) is hereby deleted and replaced with the following:

           “On May 2, 2012, Mr. Bertolini, Mr. Zubretsky, and Mr. Keim met with Mr. Wise, Mr. Giles, and Mr. Asher in New York in order to
initiate a more formal dialogue relating to a potential business combination.”


                                                                         5
        Under the caption “Background of the Merger” (starting on page 62), the current seventh paragraph (the current fifth full paragraph
on page 63) is hereby deleted and replaced with the following:

         “On May 16, 2012, Mr. Wise telephoned Mr. Bertolini, and Mr. Bertolini confirmed that Aetna anticipated making a proposal
following discussion at its board meeting on May 18 and that he would call Mr. Wise following that board meeting. While Mr. Wise had
previously updated certain members of Coventry’s board of directors of his discussions with Mr. Bertolini and kept them apprised of events
and developments in connection with those discussions, he had not presented such information to Coventry’s board of directors as a whole at a
formal meeting of the board. On May 17, 2012, during an executive session of a regularly scheduled in-person meeting of the Coventry board,
Mr. Wise discussed with Coventry’s full board of directors the details of the preliminary discussions with Mr. Bertolini and that Coventry
would likely be receiving a proposal from Aetna in the following days. The Coventry board then scheduled a telephonic meeting for May 23,
2012, to discuss the terms of any proposal received. Following this meeting, the members of the Coventry board of directors reviewed
background materials on Aetna and the managed care industry generally that had been prepared by Greenhill at the request of Coventry’s
management. During this meeting, some Coventry board members were in favor of hiring Greenhill, while others decided that they did not yet
have sufficient information about Greenhill to make a decision to retain it as the board’s financial advisor. As a result of the board’s concerns,
Mr. Wise later sent the Coventry board a list of potential candidates that could serve as the board’s financial advisor if it considered a
transaction. This list included Greenhill.”

           Under the caption “Background of the Merger” (starting on page 62), the last sentence of the current ninth paragraph (the current
first full paragraph on page 64) is hereby deleted and replaced with the following:

         “Mr. Bertolini advised that Aetna was not in a position to increase its proposal, and Mr. Wise and Mr. Bertolini agreed to terminate
discussions between the companies about a potential transaction.”

        Under the caption “Background of the Merger” (starting on page 62), the following paragraph is hereby added after the current ninth
paragraph (the current first full paragraph on page 64):

         “In light of the parties’ agreement that discussions between Coventry and Aetna about a potential transaction had been terminated, on
May 30, 2012, Mr. Jacobsen attended a meeting with certain Aetna executives. This meeting was scheduled as part of Greenhill’s customary
practice of meeting with industry participants from time to time, and the purpose of the meeting was to discuss, among other things, industry
trends and certain potential strategic opportunities for Aetna (other than a potential acquisition of Coventry).”

        Under the caption “Background of the Merger” (starting on page 62), in the current tenth paragraph (the current second full
paragraph on page 64), the following words are hereby added following, “whereby Coventry’s shareholders received at least $42.00 per
share”:

         “, which, in Mr. Wise’s view, was a price that would be worthy of consideration by Coventry’s board”

        Under the caption “Background of the Merger” (starting on page 62), the current thirteenth paragraph (the current first full
paragraph on page 65) is hereby deleted and replaced with the following:

         “After the board meeting, on July 11, 2012, Mr. Wise contacted Mr. Bertolini to inform him that the Coventry board had met and that
he would be sending Mr. Bertolini a letter expressing the decision of Coventry’s board, following which Mr. Wise sent Mr. Bertolini a letter
noting the points decided at the special meeting of Coventry’s board. During the July 11 phone call, Mr. Bertolini indicated that while Aetna
was willing to proceed with a transaction at $42.00 per share, it was not willing to offer additional consideration.”

        Under the caption “Background of the Merger” (starting on page 62), the current eighteenth paragraph (the current first full
paragraph on page 66) is hereby deleted and replaced with the following:


                                                                        6
         “Later that day, Mr. Wise and Mrs. Tallett called Mr. Bertolini to communicate the Coventry board of directors’ message and request
that Aetna provide additional value. Mr. Wise and Mrs. Tallett initially inquired whether Aetna would be prepared to pay $43.00 per
share. Mr. Wise and Mrs. Tallett subsequently expressed the view that Aetna should be able to offer an additional $0.25-$0.50 per share in
consideration. Mr. Bertolini responded during this conversation that Aetna was unwilling to pay any more than $42.00 per share.”

         Under the caption “Background of the Merger” (starting on page 62), the current twenty-second paragraph (the paragraph currently
running from page 66 to page 67) is hereby deleted and replaced with the following paragraphs:

          “On August 15 and 16, 2012, Coventry’s board was scheduled to hold its regularly scheduled board and committee meetings in
Jackson Hole, Wyoming. After conferring with Greenhill, Wachtell Lipton and Bass Berry on the night of August 14, 2012, concerning the
status of the merger agreement negotiations, Mr. Wise, on the morning of August 15, 2012, proposed to Mr. Bertolini that he, together with
other members of Aetna’s senior management and representatives of Aetna’s advisors, travel to Jackson Hole to participate in in-person
meetings to resolve these remaining material items. Mr. Bertolini accepted the invitation, and he and other members of Aetna’s senior
management and representatives of Goldman Sachs and Davis Polk traveled to Jackson Hole on August 15, 2012. During the course of the
Coventry board meetings in Jackson Hole that day, Coventry’s advisors discussed with the board of directors the process of negotiation of the
definitive merger agreement, particularly Aetna’s and Coventry’s positions with respect to the remaining material items. As part of these
discussions, the Coventry board of directors once again emphasized its concern that Coventry stockholders receive certainty of completion of
any transaction (including a significant commitment by any potential purchaser to seek antitrust and regulatory approval) and that the terms of
any definitive agreement not be overly prohibitive to other, potentially competitive, business combination proposals. Coventry management
and the Coventry board again reviewed the opportunities and challenges arising from a potential business combination (as well as the
opportunities and challenges Coventry would face if it were to remain a stand-alone company), and together with Coventry’s advisors also
discussed Coventry’s due diligence of Aetna, including, among other things, its financial resources to consummate a transaction, adequacy of
reserves, and public relations and roll-out plans in the case that a transaction proceeded toward announcement. Also, during a subsequent
portion of the meeting, Mr. Giles made a presentation to the board of directors regarding potential strategic alternatives for Coventry, including
opportunities for Coventry to acquire managed care organizations and potential transactions involving the acquisition of Coventry by a strategic
partner. With respect to the possibility that Coventry could be acquired, Mr. Giles’ presentation discussed three potential strategic partners:
Aetna, Company A, and Company B. The presentation noted that Aetna and Company A may have had a need to increase scale within the
government business, and that Company B may have had a need to further diversify into the commercial and Medicaid businesses, to pursue
dual eligible opportunities. On the “Pros” side, the presentation noted that an acquisition of Coventry by Company A would give Company A
the opportunity to nearly double commercial risk membership, make it the third largest publicly traded plan by membership, add national
multisite capabilities, and add a national commercial network. On the “Pros” side for Company B, the presentation noted that an acquisition of
Coventry by Company B would give Company B the opportunity to diversify away from what is essentially a Medicare only business, give
Company B a commercial division and a Medicaid division, and provide Company B with the opportunity for better success with dual
eligibles. On the “Cons” side, however, the presentation noted that Company A’s recent acquisition of another company could keep it on the
sidelines from major deals in the near term and Company B had no real focus on certain business lines in which Coventry operated.

         Later in the evening of August 15, 2012, after Mr. Bertolini and the other Aetna representatives and advisors had arrived in Jackson
Hole, members of both companies’ senior management and representatives of their advisors engaged in extensive negotiations regarding the
terms of a definitive merger agreement.”

Proposal I: The Merger: Opinion of Coventry’s Financial Advisor

        The section of the Proxy Statement “Proposal I: The Merger: Opinion of Coventry’s Financial Advisor” starting on page 73 of the
Proxy Statement is hereby amended and supplemented as follows:


                                                                        7
         Under the caption “Other Considerations” (starting on page 82), the third paragraph (the current second full paragraph on page 83)
is hereby amended by deleting clause (iii) of such paragraph and replacing it with the following:

         “(iii) services performed for Aetna in connection with Aetna’s acquisition of Medicity Inc., completed January 2011, which services
were rendered by certain of the same Greenhill personnel that later advised the Coventry board of directors in connection with the proposed
transaction, and for which Aetna paid Greenhill a transaction fee of $4,000,000 and reimbursed certain of its out-of-pocket expenses.”

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by the
use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties,
many of which are beyond Aetna’s and Coventry’s control.

Statements in this document that are forward-looking, including the expected settlement of the Consolidated Delaware Action, are based on
management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond
Aetna’s and Coventry’s control. Important risk factors could cause actual future events to differ materially from those currently expected by
Aetna’s management, including, but not limited to, the outcome of various litigation matters related to the proposed acquisition.

No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do
occur, when they will occur and what impact they will have on the results of operations, financial condition or cash flows of Aetna or
Coventry. Neither Aetna nor Coventry assumes any duty to update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, as of any future date.

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. Aetna has filed with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-4 (File No.
333-184041), including Amendment No. 1 thereto, containing a proxy statement/prospectus, and Coventry has filed with the SEC a proxy
statement/prospectus, and each of Aetna and Coventry has filed and will file other documents with respect to the proposed acquisition of
Coventry. The registration statement was declared effective on October 18, 2012, and Aetna and Coventry commenced mailing the definitive
proxy statement/prospectus to Coventry stockholders on or about October 19, 2012. INVESTORS AND SECURITY HOLDERS OF
COVENTRY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS
THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration
statement and the definitive proxy statement/prospectus and other documents filed with the SEC by Aetna or Coventry through the website
maintained by the SEC at http://www.sec.gov . Copies of the documents filed with the SEC by Aetna will be available free of charge on
Aetna’s internet website at http://www.aetna.com or by contacting Aetna’s Investor Relations Department at 860-273-8204. Copies of the
documents filed with the SEC by Coventry will be available free of charge on Coventry’s internet website at http://www.cvty.com or by
contacting Coventry’s Investor Relations Department at 301-581-5430.

Aetna, Coventry, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the directors and executive officers of Coventry is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 28, 2012, its proxy statement for its 2012
annual meeting of stockholders, which was filed with the SEC on April 6, 2012, and its Current Report on Form 8-K, which was filed with the
SEC on May 31, 2012. Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2011, which was filed with the SEC on February 24, 2012, its proxy statement for its 2012 annual meeting of
shareholders, which was filed with the SEC on April 9, 2012 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012,
which was filed with the SEC on October 25, 2012. Other information regarding the participants in the proxy solicitations and a description of
their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and other
relevant materials filed with the SEC.


                                                                         8
Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

    The following exhibits are filed as part of this Current Report:

    2.1      Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 12, 2012, among Aetna Inc., Jaguar Merger
             Subsidiary, Inc. and Coventry Health Care, Inc.


                                                                       9
                                                                SIGNATURES

       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.


                                                                       AETNA INC.



Date:      November 13, 2012                                           By:    /s/ WILLIAM J. CASAZZA
                                                                              Name:     William J. Casazza
                                                                              Title:    Senior Vice President and General Counsel
                                                   Exhibit Index


Exhibit
Number                                                           Description
  2.1     Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 12, 2012, among Aetna Inc., Jaguar
          Merger Subsidiary, Inc. and Coventry Health Care, Inc.
                                    AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2

        AMENDMENT NO. 2 (this “ Amendment ”) dated as of November 12, 2012 among Aetna Inc., a Pennsylvania corporation (“
Parent ”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Subsidiary ”), and
Coventry Health Care, Inc., a Delaware corporation (the “ Company ”).


                                                          W I T N E S S E T H:

        WHEREAS, Parent, Merger Subsidiary and the Company entered into that certain Agreement and Plan of Merger, dated as of August
19, 2012 (as amended by Amendment No. 1 dated as of October 17, 2012 among Parent, Merger Subsidiary and the Company, the “ Merger
Agreement ”); and

         WHEREAS, Parent, Merger Subsidiary and the Company desire to amend certain provisions of the Merger Agreement as provided for
in this Amendment.

        NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, Parent, Merger Subsidiary and the Company hereby agree as follows:


                                                                  ARTICLE 1
                                                                  AMENDMENTS

         Section 1.01 . Amendment to Section 6.03. Section 6.03 of the Merger Agreement is amended to:

            (a)    replace each reference to “five calendar days” or “five calendar day period” in subsection (e) thereof with a reference to
“two calendar days” or “two calendar day period”, respectively; and

             (b)   delete the following text from the first sentence of subsection (e) thereof: “, except that such new notice period shall be for
three Business Days (as opposed to five calendar days)”.

        Section 1.02. Amendment to Section 10.03. Section 10.03 of the Merger Agreement is amended to replace the reference to
“$167,500,000” in subsection (a) thereof with a reference to “$100,000,000”.
                                                               ARTICLE 2
                                                              MISCELLANEOUS

         Section 2.01 . Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms
in the Merger Agreement.

         Section 2.02. Notices . All notices, requests and other communications to any party to this Amendment shall be in writing (including
facsimile transmission) and shall be given,

        if to Parent or Merger Subsidiary, to:

                 Aetna Inc.
                 151 Farmington Avenue, RC6A
                 Hartford, Connecticut 06156
                 Attention:       General Counsel
                 Facsimile:       (860) 273-8340

        with a copy (which shall not constitute notice) to:

                 Davis Polk & Wardwell LLP
                 450 Lexington Avenue
                 New York, New York 10017
                 Attention:      David L. Caplan
                                 H. Oliver Smith
                 Facsimile:      (212) 701-5800

        if to the Company, to:

                 Coventry Health Care, Inc.
                 6270-B Rockledge Drive, Suite 700
                 Bethesda, Maryland 20817
                 Attention:       Thomas C. Zielinski
                 Facsimile:       (610) 729-7538

        with a copy (which shall not constitute notice) to:

                 Wachtell, Lipton, Rosen & Katz
                 51 West 52 nd Street
                 New York, New York 10019
                 Attention:        David A. Katz
                 Facsimile:        (212) 403-1000

        and


                                                                      2
                  Bass, Berry & Sims PLC
                  150 Third Avenue South, Suite 2800
                  Nashville, Tennessee 37201
                  Attention:       Bob F. Thompson
                                   Angela Humphreys
                  Facsimile:        (615) 742-2762; (615) 742-2718

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such
notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00
p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received
on the next succeeding Business Day in the place of receipt.

          Section 2.03. Amendments and Waivers . (a) Any provision of this Amendment may be amended or waived prior to the Effective
Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Amendment, or,
in the case of a waiver, by each party against whom the waiver is to be effective; provided that, after the Company Stockholder Approval has
been obtained there shall be no amendment or waiver of this Amendment that would require the further approval of the stockholders of the
Company under the Delaware Law without such approval having first been obtained.

               (b)    No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable
Law.

          Section 2.04. Expenses . Except as otherwise provided herein, all costs and expenses incurred in connection with this Amendment
shall be paid by the party incurring such cost or expense.

          Section 2.05. Successors and Assigns . The provisions of this Amendment shall be binding upon and inure solely to the benefit of
the parties hereto. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Amendment without the prior
written consent of each other party hereto, except that Parent or Merger Subsidiary may transfer or assign its rights and obligations under this
Amendment, in whole or from time to time in part, to (i) one or more of their Affiliates at any time and (ii) after the Effective Time, to any
Person; provided that such transfer or assignment shall not relieve Parent or Merger Subsidiary of its obligations hereunder or enlarge, alter or
change any obligation of any other party hereto or due to Parent or Merger Subsidiary.


                                                                        3
        Section 2.06. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to the conflicts of law rules of such state.

        Section 2.07. Jurisdiction/Venue . Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint
and any other process in any action or proceeding relating to the transactions contemplated hereby, on behalf of itself or its pro

                  Section 2.07 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law,
(ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction
of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of
Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any
dispute arises out of this Amendment or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect
thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such
court, (iv) agrees that any actions or proceedings arising in connection with this Amendment or the transactions contemplated hereby shall be
brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the State of Delaware), (v) waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Amendment or the transactions
contemplated hereby in any court other than the aforesaid courts. Each of Parent, Merger Subsidiary and the Company agrees that a final
judgment in any action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by Applicable Law.

      Section 2.08. WAIVER OF JURY TRIAL . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AMENDMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER
VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.08.


                                                                         4
          Section 2.09. Counterparts; Effectiveness . This Amendment may be signed in any number of counterparts, including by facsimile
or by email with .pdf attachments, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed and
delivered (by electronic communication, facsimile or otherwise) by all of the other parties hereto. Until and unless each party has received a
counterpart hereof signed by the other parties hereto, this Amendment shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other communication). Except as expressly amended herein, all other
terms and conditions of the Merger Agreement shall remain in full force and effect. The term “Agreement” as used in the Merger Agreement
shall be deemed to refer to the Merger Agreement, as amended hereby.

          Section 2.10. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest
extent possible.




                                                  ( Remainder of Page Intentionally Left Blank )


                                                                         5
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers
as of the day and year first above written.

                                               AETNA INC.


                                               By:         /s/ MARK T. BERTOLINI
                                                           Name:               Mark T. Bertolini
                                                           Title:              Chairman, CEO and President



                                               JAGUAR MERGER SUBSIDIARY, INC.


                                               By:         /s/ MARK LOWELL KEIM
                                                           Name:              Mark L. Keim
                                                           Title:             President



                                               COVENTRY HEALTH CARE, INC.


                                               By:         /s/ THOMAS C. ZIELINSKI
                                                           Name:                Thomas C. Zielinski
                                                           Title:               Executive Vice President and General Counsel

				
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