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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES ACT OF 1934
(Amendment No. 1) (1)
WELLPOINT HEALTH NETWORKS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
94973H108
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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 five percent or less of such class.)
(See Rule 13d-7.)
____________________
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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).
(Continued on following pages)
Page 1 of 5 Pages
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SCHEDULE 13G
CUSIP No. 94973H108 Page 2 of 5 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
California HealthCare Foundation, I.R.S. ID No. 95-4523231
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [ ]
Not applicable.
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
State of California
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
33,177,746
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
Not applicable.
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
38,410,000
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
Not applicable.
9 Aggregate Amount Beneficially Owned By Each Reporting Person
38,410,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares
[ ]
Not applicable.
11 Percent Of Class Represented By Amount In Row (9)
57.8%
12 Type Of Reporting Person
CO
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ITEM 1(a). NAME OF ISSUER:
WellPoint Health Networks Inc. ("WellPoint"), after its merger with Blue
Cross of California on May 20, 1996.
ITEM 1(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").
ITEM 2(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.
ITEM 2(c). CITIZENSHIP:
CHF is a California corporation.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value.
ITEM 2(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.
Page 3 of 5 Pages
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ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: 38,410,000
(b) Percent of Class: 57.8%
(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: 38,410,000
(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.
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 HOLDING COMPANY:
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.
Page 4 of 5 Pages
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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.
Dated this 6th day of December, 1996.
By: /s/ Enrique Hernandez, Jr.
Name: Enrique Hernandez, Jr.
Title: Assistant Secretary
Page 5 of 5 Pages
