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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): SEPTEMBER 3, 1997
CERULEAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 333-2796 58-2217138
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
3350 Peachtree Road, N.E., Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)
(404) 842-8000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On September 3, 1997, a lawsuit was filed in the Superior Court of
Fulton County by nine groups on behalf of themselves and a class
putatively composed of all other 501(c)(3) organizations in Georgia
seeking to invalidate a Georgia statute upon which certain aspects of
Cerulean Companies, Inc.'s formation were based. The complaint names
Blue Cross and Blue Shield of Georgia, Inc. ("BCBSGA"), Cerulean
Companies, Inc. and the Commissioner of Insurance of The State of
Georgia. An additional, similar request for declaratory ruling was
filed with the Georgia Insurance Department, September 3, 1997.
The plaintiff's claims relate to the conversion of BCBSGA from a
nonprofit entity to a for-profit entity which occurred as part of a
Plan of Conversion approved by the Georgia Commissioner of Insurance in
an order dated December 27, 1995. The complaint alleges that certain
amendments to BCBSGA's Articles of Incorporation were improper. The
complaint seeks to have the fair market value of the assets of BCBSGA
as of December 27, 1995, including but not limited to the surplus, plus
interest from December 27, 1995, placed in a public trust for the use
and benefit of a class of nonprofit charitable organizations.
The Company believes that the plaintiffs' claims are without merit and
intends to vigorously defend the lawsuit.
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CERULEAN COMPANIES, INC.
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 thereunto duly authorized.
CERULEAN COMPANIES, INC.
Registrant
Date: September 29, 1997 By:/s/Richard D. Shirk
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Richard D. Shirk, President and
Chief Executive Officer
Date: September 29, 1997 By:/s/John A. Harris
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John A. Harris, Treasurer
