HARTFORD, Conn., August 25, 2004 ― Aetna Inc. (NYSE: ΑET) announced today that John W. Rowe, M.D., the company’s chairman and CEO, intends to exercise a portion of his employee stock options and sell shares in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934, and the company’s policies with respect to insider sales.
Rule 10b5-1 permits officers and directors of public companies to adopt predetermined plans for selling specified amounts of stock. The plans may be entered into only when the director or officer is not in possession of material, nonpublic information and may be used to gradually diversify investment portfolios over a period of time.
Under the Rule 10b5-1 plan he adopted in September 2003, Dr. Rowe began systematically to exercise employee stock options and sell shares representing approximately 10 percent of his then holdings as part of his personal financial planning. At that time, he also indicated that he intended to adopt a similar plan this year, which he is now doing. Dr. Rowe also established a grantor-retained annuity trust ("GRAT") in September 2003 and transferred Aetna stock options into that trust. This is a common financial and tax strategy used by executives and allowed by the IRS. The GRAT is also now entering into a 10b5-1 plan to exercise some of those stock options and sell those shares.
The total number of Aetna options to be exercised and shares to be sold by Dr. Rowe and the GRAT under these new 10b5-1 plans, beginning in September 2004, is approximately 225,000, or about 10 percent of Dr. Rowe’s current Aetna holdings. As Dr. Rowe has received 250,000 stock options in each of the last two years, these exercises and sales under the Rule 10b5-1 plan have not resulted in a reduction of his overall share count.
As one of the nation’s leading providers of health care, dental, pharmacy, group life, disability and long-term care benefits, Aetna puts information and helpful resources to work for its approximately 13.4 million medical members, 11.4 million dental members, 8.1 million pharmacy members and 12.6 million group insurance members to help them make better informed decisions about their health care and protect their finances against health-related risks. Aetna provides easy access to cost-effective health care through a nationwide network of more than 633,000 health care professionals, including over 377,000 primary care and specialist doctors and 3,866 hospitals. For more information, please visit www.aetna.com. (Figures as of June 30, 2004)