WELLPOINT HEALTH NETWORKS INC /CA/
SC 13G, 1996-05-23
HOSPITAL & MEDICAL SERVICE PLANS
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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. __)*

                         WELLPOINT HEALTH NETWORKS INC.
                          -----------------------------
                                (Name of Issuer)

                           COMMON STOCK $.01 PAR VALUE
                           ---------------------------
                         (Title of Class of Securities)

                                   94973H 10 8
                                   -----------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement [X].  (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
(See Rule 13d-7.)

* 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
disclosures provided in a prior cover page.

The information required on 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).

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CUSIP Number 94973H 10 8

1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
     Persons:

     California HealthCare Foundation, I.R.S. Id. No. 95-4523231.

2)   Check the Appropriate Box if a Member of a Group:

                                                                         (a)[__]

     Not Applicable.                                                     (b)[__]

3)   SEC Use Only:

     ---------------------------------------------------------------------------

     Citizenship or Place of Organization:  State of California.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

4)   Sole Voting Power:            33,177,746.

5)   Shared Voting Power:          Not Applicable.

6)   Sole Dispositive Power:       53,360,000.

7)   Shared Dispositive Power:     Not Applicable.

8)   Aggregate Amount Beneficially Owned by Each Reporting Person:  53,360,000.

9)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares:*   [__]

     Not Applicable.

10)  Percent of Class Represented by Amount in Row (11):  80.40%.

     Type of Reporting Person:*  CO.

     * See instructions before filling out.

                                        2

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ITEM 1.

      (a)  Name of Issuer:  WellPoint Health Networks Inc. ("WellPoint"), after
its merger with Blue Cross of California ("BCC") on May 20, 1996.

      (b)  Address of Issuer's Principal Executive Offices:  The principal
executive offices of WellPoint are located at 21555 Oxnard Street, Woodland
Hills, California 91367.

ITEM 2.

      (a)  Name of Person Filing:  California HealthCare Foundation ("CHF").

      (b)  Address of Principal Business Office, or, if none, Residence:  The
principal business office of CHF is located at 21550 Oxnard Street, Woodland
Hills, California 91367.

      (c)  Citizenship:  CHF is a California corporation.

      (d)  Title of Class of Securities:  Common Stock, $.01 par value.

      (e)  CUSIP Number:  94973H 10 8

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
          CHECK WHETHER THE PERSON FILING IS A:

          Not Applicable.

ITEM 4.  OWNERSHIP:

          (a)  Amount Beneficially Owned:  80.4%.

          (b)  Percent of Class:  80.4%.

          (c)  Number of shares as to which such person has:

               (i)    sole power to vote or to direct the vote:  33,177,746.

               (ii)   shared power to vote or to direct the vote:  
                      Not Applicable.

               (iii)  sole power to dispose or to direct the disposition of:
                      53,360,000.

               (iv)   Shared power to dispose or to direct the disposition of:
                      Not Applicable.

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

          Not Applicable.

                                        3

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ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

          Not Applicable.

ITEM 7:   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT:

          Not Applicable.

ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

          Not Applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP:

          Not Applicable.

ITEM 10.  CERTIFICATION:

          Not Applicable.

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.

Date:  May 21, 1996

                                   By:           GAIL C. WATTS    /S/
                                        ------------------------------------
                                   Name:  Gail C. Watts

                                   Title:  Vice President and Secretary

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