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SEC-1745 (3-93)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HUMANA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
444859100
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 444859100
1. NAMES OF REPORTING PERSONS. Dreman Value Management, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
I.R.S. No. 22-3499132
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,834,688
6. SHARED VOTING POWER --
7. SOLE DISPOSITIVE POWER 15,419,463
8. SHARED DISPOSITIVE POWER --
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,419,463
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.14%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
["INSTRUCTIONS FOR SCHEDULE 13G." "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G," AND "GENERAL INSTRUCTIONS"
HAVE BEEN OMITTED.]
Item 1. (a) Name of Issuer:Humana, Inc.
(b) Address of Issuer's Principal Executive Offices:
500 West Main Street
Louisville, KY 40202
Item 2. (a) Name of Person Filing: Dreman Value Management, L.L.C.
(b) Address of Principal Business Office or, if none, Residence:
10 Exchange Place
Jersey City, NJ 07302-3913
(c) Citizenship: State of Delaware
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 444859100
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) /_/ Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) /_/ Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) /_/ Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) /_/ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) /X/ An investment adviser in accordance with ss.240.13d-1(b)
(1)(ii)(E);
(f) /_/ An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in accordance
with ss.240.13d-1(b)(ii)(G);
(h) /_/ A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) /_/ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) /_/ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 15,419,463
(b) Percent of class: 9.14%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,834,688
(ii) Shared power to vote or to direct the vote: --
(iii)Sole power to dispose or to direct the disposition of:
15,419,463
(iv) Shared power to dispose or to direct the disposition of:
--
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see ss.240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class. If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following .
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
NOT APPLICABLE.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
NOT APPLICABLE.
Item 9. Notice of Dissolution of Group. Notice of dissolution of a group
may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the
group, in their individual capacity.
See Item 5.
NOT APPLICABLE.
Item 10. Certification.
(a) The following certification shall be included if the statement
is filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
FEBRUARY 7, 2002
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Date
/S/ PETER B. SELIGMAN
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Signature
Peter B. Seligman, Vice President
----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements of omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).