<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996
REGISTRATION NO. 333-3292-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(POST-EFFECTIVE
AMENDMENT NO. 2)
------------------
WELLPOINT HEALTH NETWORKS INC.
(Exact Name of Registrant as Specified in Its Charter)
--------------------------
<TABLE>
<S> <C> <C>
CALIFORNIA 95-3760-980
6324
(State or Other Jurisdiction (I.R.S. Employer
of
(Primary Standard Industrial
Incorporation or Identification
Organization) Number)
Classification Code Number)
</TABLE>
21555 OXNARD STREET
WOODLAND HILLS, CALIFORNIA 91367
(818) 703-2345
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
<TABLE>
<S> <C>
THOMAS C. GEISER, ESQ.
21555 OXNARD STREET
WOODLAND HILLS, CALIFORNIA 91367
(818) 703-2345
</TABLE>
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
<TABLE>
<S> <C>
WILLIAM L. HUDSON, ESQ. JOHN J. MCCARTHY, JR., ESQ.
BROBECK, PHLEGER & HARRISON LLP DAVIS POLK & WARDWELL
SPEAR STREET TOWER 450 LEXINGTON AVENUE
ONE MARKET NEW YORK, NEW YORK 10017
SAN FRANCISCO, CALIFORNIA 94105
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared
effective. The issuance of securities will occur when all other conditions to
the merger (the "Merger") of WellPoint Health Networks Inc. ("WellPoint") with
and into Blue Cross of California ("BCC") have been satisfied or waived.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE (1) FEE (2)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 66,366,500 shares
share................................ (3) N.A. $2,231,573,562 $769,509
</TABLE>
(1) Estimated pursuant to Rule 457(f) of the Securities Act of 1933, as amended
(the "Securities Act"), based upon the market value of shares of Class A
Common Stock, par value $.01 per share ("WellPoint Class A Common Stock"),
of WellPoint Health Networks Inc. ("WellPoint") ($33.625 per share, which is
the average of the high and low sales prices of a share of WellPoint Class A
Common Stock, as reported by the New York Stock Exchange, Inc. (the "NYSE")
on April 4, 1996).
(2) The registration fee of $769,509 has been calculated pursuant to Rule 457(f)
under the Securities Act as follows: 1/29 of one percent of the average of
the reported high and low prices of a share of WellPoint Class A Common
Stock on the NYSE on April 4, 1996, multiplied by 66,366,500, the maximum
number of shares of New WellPoint Common Stock (as defined below) that may
be received in the Merger. Total filing fees of $769,509 have been
previously paid in connection with the filing of WellPoint's preliminary
proxy statement and BCC's initial filing of this Registration Statement and
no additional fees are payable.
(3) The amount of Common Stock, par value $.01 per share, ("New WellPoint Common
Stock"), of WellPoint Health Networks Inc., the successor to BCC after the
Merger ("New WellPoint" and, together with BCC, the "Registrants"), to be
registered has been determined as the number of shares of New WellPoint
Common Stock to be issued in the Merger, which was determined by adding (a)
53,360,000 (the number of shares of New WellPoint Common Stock to be issued
to the holder of BCC Common Stock) to (b) the number of shares of New
WellPoint Common Stock to be issued to holders of WellPoint Class A Common
Stock determined by multiplying (i) the conversion ratio for such shares in
the Merger (.667 of a share of New WellPoint Common Stock for each share of
WellPoint Class A Common Stock, par value $.01 per share, of WellPoint that
may be converted in the Merger) by (ii) the maximum number of shares of
WellPoint Class A Common Stock that could be converted in the Merger.
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<PAGE>
THE PROXY STATEMENT/PROSPECTUS
PREVIOUSLY FILED WITH THIS
REGISTRATION STATEMENT
IS OMITTED AS NO CHANGES
WERE MADE THERETO
THIS POST-EFFECTIVE AMENDMENT NO. 2
IS BEING FILED ONLY
TO COMPLY WITH THE UNDERTAKING CONTAINED
ON THE SIGNATURE PAGE OF THIS
REGISTRATION STATEMENT
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
WellPoint Health Networks Inc. ("New WellPoint") is incorporated in
California. Under Section 317 of the California Corporation Code (the "CCC"), a
California corporation generally has the power to indemnify its present and
former directors and officers against expenses, judgments, fines, settlements
and other amounts actually paid and reasonably incurred by them in connection
with any threatened, pending or completed action or proceeding so long as they
acted in good faith and in a manner they reasonably believed to be in the best
interests of the company, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful.
The Articles of Incorporation of New WellPoint (the "Articles") and the
Bylaws of New WellPoint (the "Bylaws") will provide that New WellPoint (i) must
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of New WellPoint or
of a Predecessor Corporation (as defined below) against expenses (including, but
not limited to, attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such proceeding to the fullest extent and in the manner set forth in and
permitted by the CCC and any other applicable law, as from time to time in
effect and (ii) may indemnify any person who was or is a party or is threatened
to be made a party to any proceeding, by reason of the fact that he or she is or
was an employee or agent of New WellPoint (or a Predecessor Corporation), or is
or was serving at the request of New WellPoint (or a Predecessor Corporation),
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including, but not
limited to, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding to
the extent and in the manner set forth in and permitted by the CCC and any other
applicable law as from time to time in effect. For purposes of the Articles and
the Bylaws, "Predecessor Corporation" means WellPoint Health Networks Inc., a
Delaware corporation ("WellPoint"), and its subsidiaries, as such corporations
existed prior to the Effective Time (as defined in the Amended and Restated
Recapitalization Agreement dated as of March 31, 1995 among Blue Cross of
California, a California nonprofit public benefit corporation ("BCC"), WellPoint
and Western Health Partnerships and Western Foundation for Health Improvement
(the "Recapitalization Agreement").
Section 204(a)(10) of the CCC provides that articles of incorporation may,
subject to certain provisos, contain a provision eliminating or limiting the
personal liability of a director for monetary damages in an action brought by or
in the right of the company for breach of a director's duty to the company and
its shareholders. The Articles provide that the liability of the directors of
New WellPoint for monetary damages will be eliminated to the fullest extent
permissible under California law.
Pursuant to the Recapitalization Agreement, from and after the Effective
Time, and for a period of six years thereafter, New WellPoint will continue the
indemnification rights of present and former directors and officers of BCC
provided for in BCC's charter documents as in effect on the date immediately
prior to the conversion of BCC from a non-profit corporation to a for-profit
corporation (the "BCC Conversion"), with respect to indemnification for acts and
omissions occurring prior to the Effective Time for so long as such matters that
have arisen prior to the end of such six-year period remain outstanding.
The Recapitalization Agreement also provides that, subject to certain
provisos, for three years after the Effective Time, New WellPoint will cause to
be maintained the policies of the officers' and directors' liability insurance
maintained by BCC as in effect on the date immediately preceding the BCC
Conversion covering the persons who are presently covered by such company's
respective officers' and directors' liability policies with respect to actions
and omissions occurring prior to and including the Effective Time to the extent
available.
II-1
<PAGE>
The preceding discussion of the Articles, the Bylaws, Sections 317 and
204(a)(10) of the CCC, the Recapitalization Agreement is not intended to be
exhaustive and is qualified in its entirety by the Articles, the Bylaws,
Sections 317 and 204(a)(10) of the CCC, the Recapitalization Agreement.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibits
<TABLE>
<C> <S>
2.1 Recapitalization Agreement dated as of March 31, 1995 by and among Blue Cross of
California, WellPoint Health Networks Inc., Western Health Partnerships and
Western Foundation for Health Improvement (included as Annex II to the Proxy
Statement/ Prospectus).*
2.2 Form of Agreement of Merger (included as Annex II B to the Proxy Statement/
Prospectus).*
3.3 Articles of Incorporation of Blue Cross of California.*
3.4 Bylaws of Blue Cross of California.*
3.5 Form of Amended and Restated Articles of Incorporation of WellPoint Health
Networks Inc. (included as Annex III to the Proxy Statement/Prospectus).*
3.6 Form of Bylaws of WellPoint Health Networks Inc. (included as Annex IV to the
Proxy Statement/Prospectus).*
4.1 Specimen of common stock certificate of WellPoint Health Networks Inc.*
4.2 Form of Registration Rights Agreement by and among Western Health Partnerships
and WellPoint Health Networks Inc.*
4.3 Form of Voting Agreement between WellPoint Health Networks Inc. and Western
Health Partnerships.*
4.4 Form of Share Escrow Agent Agreement (included as Annex VII to the Proxy
Statement/ Prospectus).*
5 Opinion of Brobeck, Phleger and Harrison LLP.*
8.1 Ruling of the Internal Revenue Service dated August 16, 1995.*
8.2 Opinion of Brobeck, Phleger & Harrison LLP.*
9 Form of Voting Trust Agreement by and among Western Health Partnerships and
Wilmington Trust Company.*
10.1 Amended and Restated Undertakings dated March 5, 1995 by Blue Cross of
California, California Health Plans, WellPoint Pharmacy Plan and WellPoint
Dental Plan to the California Department of Corporations.*
10.2 Line of Business Assignment and Assumption Agreement dated as of February 1,
1993 among WellPoint Health Networks Inc., its subsidiaries and Blue Cross of
California (filed as Exhibit 10.01 to WellPoint Health Networks Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, and
incorporated by reference herein).
10.3 Administrative Services and Product Marketing Agreement dated as of February 1,
1993 among WellPoint Health Networks Inc., its subsidiaries and Blue Cross of
California (filed as Exhibit 10.02 to WellPoint Health Networks Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, and
incorporated by reference herein).
10.4 Master Subscriber Agreements dated as of January 27, 1993 between WellPoint
Health Networks Inc.'s subsidiaries and Blue Cross of California (filed as
Exhibit 10.03 to WellPoint Health Networks Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, and incorporated by reference herein).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.5 Tax Allocation Agreement dated as of February 1, 1993 among WellPoint Health
Networks Inc., its subsidiaries and Blue Cross of California and its
subsidiaries (filed as Exhibit 10.04 to WellPoint Health Networks Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, and
incorporated by reference herein).
10.6 Office Building Lease for Corporate Headquarters dated December 17, 1987 between
Blue Cross of California and JMB/Warner Center Associates (filed as Exhibit
10.05 to WellPoint Health Networks Inc.'s Registration Statement on Form S-1
(No. 33-54898), and incorporated by reference herein).
10.7 Office Space Lease for Oakland, CA offices dated December 10, 1985 between Blue
Cross of California and Webster Street Partners, Ltd. (filed as Exhibit 10.06 to
WellPoint Health Networks Inc.'s Registration Statement on Form S-1 (No.
33-54898), and incorporated by reference herein).
10.8 Office Space Lease for Westlake, CA offices dated October 29, 1986 between Blue
Cross of California and Westlake Business Park, Ltd. (filed as Exhibit 10.07 to
WellPoint Health Networks Inc.'s Registration Statement on Form S-1 (No.
33-54898), and incorporated by reference herein).
10.9 Administrative Agreement dated as of June 1, 1988 between Blue Cross of
California and INSURx, Inc. (filed as Exhibit 10.08 to WellPoint Health Networks
Inc.'s Registration Statement on Form S-1 (No. 33-54898), and incorporated by
reference herein).
10.10 License Agreement dated January 1, 1991 between Blue Cross Blue Shield
Association and Blue Cross of California (filed as Exhibit 10.22 to WellPoint
Health Networks Inc.'s Registration Statement on Form S-1 (No. 33-54898), and
incorporated by reference herein).
10.11 Controlled Affiliate License Agreement dated January 8, 1993 among the Blue
Cross Blue Shield Association, CaliforniaCare Health Plans and Blue Cross of
California (filed as Exhibit 10.23 to WellPoint Health Networks Inc.'s
Registration Statement on Form S-1 (No. 33-54898), and incorporated by reference
herein).
10.12 Undertakings dated January 7, 1993 by Blue Cross of California, WellPoint Health
Networks Inc. and WellPoint Health Networks Inc.'s subsidiaries to the
California Department of Corporations (filed as Exhibit 10.24 to WellPoint
Health Networks Inc.'s Registration Statement on Form S-1 (No. 33-54898), and
incorporated by reference herein).
10.13 Office Space Lease for Newbury Park, CA offices dated January 13, 1993 between
Blue Cross of California and Metropolitan Life Insurance Company (filed as
Exhibit 10.12 to WellPoint Health Networks Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, and incorporated by reference herein).
10.14 Office Space Lease for Calabasas, CA offices dated August 26, 1992 between Blue
Cross of California and Lost Hills Office Partners, First Amendment to Office
Lease between Lost Hills Office Partners and Blue Cross of California dated
November 1, 1992 and Subordination, Non-Disturbance and Attornment Agreement
dated January 7, 1993 between Blue Cross of California and DAG Management (filed
as Exhibit 10.13 to WellPoint Health Networks Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, and incorporated by reference
herein).
10.15 WellPoint Health Networks Inc. Officer Change in Control Plan (filed as Exhibit
10.14 to WellPoint Health Network Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, and incorporated by reference herein).
10.16 Supplemental Pension Plan of Blue Cross of California (filed as Exhibit 10.15 to
WellPoint Health Networks Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, and incorporated by reference herein).
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.17 Blue Cross of California Deferred Compensation Plan (filed as Exhibit 10.13 to
WellPoint Health Networks Inc.'s Registration Statement on Form S-1 (No.
33-54898), and incorporated by reference herein).
10.18 Form of Supplemental Life and Disability Insurance Policy (filed as Exhibit
10.14 to WellPoint Health Networks Inc.'s Registration Statement on Form S-1
(No. 33-54898), and incorporated by reference herein).
10.19 Employment Agreement, dated June 6, 1991 between Blue Cross of California and
Leonard D. Schaeffer (filed as Exhibit 10.15 to WellPoint Health Networks Inc.'s
Registration Statement on Form S-1 (No. 33-54898), and incorporated by reference
herein).
10.20 Special Executive Retirement Plan dated as of March 29, 1993 among Blue Cross of
California, WellPoint Health Networks Inc. and Leonard D. Schaeffer (filed as
Exhibit 10.19 to WellPoint Health Networks Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, and incorporated by reference herein).
10.21 First Amendment to Special Executive Retirement Plan dated as of March 29, 1993
among Blue Cross of California, WellPoint Health Networks Inc. and Leonard D.
Schaeffer effective January 1, 1993 (filed as Exhibit 10.25 to WellPoint Health
Networks Inc.'s Annual Report on Form 10-K for the fiscal year ended December
31, 1993, and incorporated by reference herein).
10.22 Employment Agreement dated November 9, 1994 between WellPoint Health Networks
Inc. and Leonard D. Schaeffer (filed as Exhibit 10.30 to WellPoint Health
Networks Inc.'s Annual Report on Form 10-K for the fiscal year ended December
31, 1994, and incorporated by reference herein).
10.23 Amendment to Employment Agreement dated June 6, 1991 between Blue Cross of
California and Leonard D. Schaeffer effective December 8, 1994 (filed as Exhibit
10.31 to WellPoint Health Networks Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated by reference herein).
10.24 Amendment to Administrative Services and Product Marketing Agreement dated as of
February 1, 1993 among WellPoint Health Networks Inc., its subsidiaries and Blue
Cross of California, amended as of January 1, 1995 (filed as Exhibit 10.39 to
WellPoint Health Networks Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated by reference herein).
10.25 Amendment to Administrative Services and Product Marketing Agreement dated as of
February 1, 1993 among WellPoint Health Networks Inc., its subsidiaries and Blue
Cross of California, amended as of February 1, 1995 (filed as Exhibit 10.40 to
WellPoint Health Networks Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated by reference herein).
10.26 First Amendment to Office Building Lease for Corporate Headquarters dated
December 17, 1987 between Blue Cross of California and JMB/Warner Center
Associates dated as of February 7, 1989 (filed as Exhibit 10.42 to WellPoint
Health Networks Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated by reference herein).
10.27 Lease Agreement dated as of January 1, 1996 by and between TA/Warner Center
Associates II, L.P. and WellPoint Health Networks Inc. (filed as Exhibit 10.46
to WellPoint Health Networks Inc. Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated by reference herein).
10.28 Plan Subcontract Agreement effective October 1, 1987, as amended, among Blue
Cross of California, Blue Cross Blue Shield Association and the Department of
Health and Human Services, Health Care Financing Administration.*
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
10.29 Form of License Agreement between Blue Cross Blue Shield Association and
WellPoint Health Networks Inc.*
10.30 Form of Affiliate License Agreement by and among Blue Cross Blue Shield
Association, CaliforniaCare Health Plans and WellPoint Health Networks Inc.*
19.1 Fairness Opinion of Merrill Lynch & Co.*
19.2 Fairness Opinion of Morgan Stanley & Co. Incorporated.*
21 Subsidiaries of WellPoint Health Networks Inc. (filed as Exhibit 21 to WellPoint
Health Networks Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated by reference herein) and subsidiaries of
Blue Cross of California.
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Brobeck, Phleger & Harrison LLP, incorporated in Opinions of Brobeck,
Phleger & Harrison LLP filed as Exhibits 5 and 8.2 hereto.
23.3 Consent of Merrill Lynch & Co.*
23.4 Consent of Morgan Stanley & Co. Incorporated.*
23.5 Consent of American Appraisal Associates, Inc.*
23.6 Consent of Elizabeth A. Sanders.*
24 Power of Attorney (see signature page included in Registration Statement).*
</TABLE>
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*Previously filed.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of New
WellPoint's annual report pursuant to Section 13(a) or
II-5
<PAGE>
Section 15(d)of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) (1) The undersigned registrants hereby undertake as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (c)(1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(e) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Woodland Hills, State of
California, on July 2, 1996.
WellPoint Health Networks Inc.
By: _____/S/ LEONARD D. SCHAEFFER_____
Leonard D. Schaeffer
Chairman and Chief Executive
Officer, Designate
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
The undersigned individuals, who will be all of the directors and certain of
the executive officers of WellPoint Health Networks Inc. ("New WellPoint") upon
the conversion of Blue Cross of California ("BCC") from nonprofit to for-profit
status pursuant to the Recapitalization Agreement dated March 31, 1995 among
BCC, WellPoint Health Networks Inc., Western Health Partnerships and Western
Foundation for Health Improvement (the "Recapitalization Agreement"), hereby
undertake to cause New WellPoint to file a post-effective amendment to this
Registration Statement upon the conversion of BCC from nonprofit to for-profit
status pursuant to the Recapitalization Agreement to file an executed copy of
this signature page.
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
- --------------------------------------------------------------- --------------------------------- -------------
<C> <S> <C>
Director, President and Chief
/S/ LEONARD D. SCHAEFFER Executive Officer (Principal July 2, 1996
Leonard D. Schaeffer Executive Officer), Designate
Executive Vice President, Finance
/S/ HOWARD G. PHANSTIEL and Information Systems
Howard G. Phanstiel (Principal Financial Officer), July 2, 1996
Designate
Senior Vice President, Chief
/S/ YON JORDEN Financial Officer (Principal July 2, 1996
Yon Jorden Accounting Officer), Designate
/S/ DAVID R. BANKS
David R. Banks Director, Designate July 2, 1996
/S/ ROGER E. BIRK
Roger E. Birk Director, Designate July 2, 1996
/S/ JULIE A. HILL
Julie A. Hill Director, Designate July 2, 1996
/S/ W. TOLIVER BESSON
W. Toliver Besson Director, Designate July 2, 1996
/S/ STEPHEN L. DAVENPORT
Stephen L. Davenport Director, Designate July 2, 1996
/S/ ROBERT T. KNIGHT
Robert T. Knight Director, Designate July 2, 1996
</TABLE>
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