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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2000
(October 6, 2000)
CERULEAN COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
GEORGIA 000-22477 58-2217138
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
3350 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326
(Address of principal executive offices, including zip code)
(404) 842-8000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Cerulean Companies, Inc. announced on October 6, 2000 the settlement of
litigation pending in the Superior Court of Richmond County, Augusta, Georgia.
The litigation asserted various claims, including that approximately 70,000
additional individuals should have received shares of Cerulean's Class A
convertible common stock in 1996 in connection with the conversion of Blue Cross
and Blue Shield of Georgia from a not-for-profit to a for-profit corporation.
The settlement agreement provides for a $5 million payment by WellPoint Health
Networks Inc. shortly after the closing of the merger transaction between
WellPoint and Cerulean, plus certain associated expenses to be paid by
WellPoint. The settlement payment will be distributed to class members and their
attorneys according to the terms of an order of the Superior Court of Richmond
County after a fairness hearing, which is presently scheduled for November 2,
2000. The settlement is conditioned on the closing of the WellPoint-Cerulean
merger, the terms of which are unaffected by the settlement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
CERULEAN COMPANIES, INC.
Date: October 26, 2000 By: /s/ Hugh J. Stedman
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Hugh J. Stedman
Secretary
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