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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CERULEAN COMPANIES INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FOR IMMEDIATE RELEASE
Contact: Petra C. Walton, 404-842-8489
CERULEAN ANNOUNCES SETTLEMENT OF LITIGATION
CHALLENGING FOR-PROFIT CONVERSION OF
BLUE CROSS AND BLUE SHIELD OF GEORGIA
ATLANTA, OCTOBER 6, 2000 -- Cerulean Companies, Inc. announced today
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, plus
certain associated expenses, by WellPoint Health Networks Inc. at the closing
of the merger transaction between WellPoint and Cerulean. The settlement
payment will be distributed 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.
Addressing Cerulean's upcoming shareholder meeting to consider the
merger, Hugh J. Stedman, Secretary and General Counsel of Cerulean, said, "To
date the return rate of shareholder proxies has been excellent. Through
yesterday, proxies for more than 86% of the outstanding shares had been received
and 99+% of those shares were voted to approve the merger. I want to urge every
shareholder to vote, however. Each shareholder can choose between cash and
stock in the merger, regardless of how they vote, and this choice must be
received by the time of the shareholders' meeting at 8:30 a.m. on October 10,
2000." Shareholders may also change their votes or elections by submitting a
revised proxy any time before the meeting or at the meeting.
Blue Cross and Blue Shield of Georgia, Inc., a subsidiary of Cerulean
Companies, Inc. and a licensee of the Blue Cross and Blue Shield Association,
is the state's oldest and largest health insurer, providing health benefits to
more than 1.7 million Georgians.
WellPoint Health Networks Inc. is one of the nation's largest publicly
traded managed care companies and serves the needs of approximately 6.9 million
medical members and nearly 27 million specialty members nationally through Blue
Cross of California and UNICARE throughout other parts of the country.
Certain statements contained in this press release may be
forward-looking statements. Actual results could differ materially due to,
among other things, operational and other difficulties associated with
integrating acquired businesses, business conditions and competition among
managed care companies, rising health care costs, trends in medical loss
ratios, health care reform and other regulatory issues, and the timing of
receipt of regulatory, shareholder and other approvals.
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