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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) 9/18/1997
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WELLPOINT HEALTH NETWORKS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-13803 95-4635504
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21555 Oxnard Street, Woodland Hills, California 91367
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 703-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 18, 1997, WellPoint Health Networks Inc., a Delaware
corporation (the "Company"), was informed by the Blue Cross Blue Shield
Association (the "BCBSA") that the Board of Directors of the BCBSA had approved
a modification to the BCBSA's guidelines regarding equity ownership of publicly
held BCBSA licensees. The Company currently has a license agreement (the
"License Agreement") with the BCBSA granting the Company the exclusive right to
use the Blue Cross name and mark in the State of California. Pursuant to the
BCBSA's previous requirements, the Company's Certificate of Incorporation
currently prohibits any person or related group of persons from beneficially
owning five percent (5%) or more of the Company's outstanding voting
securities (the "Ownership Limit"). This Ownership Limit may be changed only
by written agreement between the Company and the BCBSA modifying the terms of
the License Agreement.
The amended BCBSA guidelines would, among other things, allow certain
institutional investors (generally, entities identified in Rule 13d-1(b)(1)(ii)
of the rules and regulations under the Securities Exchange Act of 1934) to
beneficially own up to 10% of the outstanding voting securities of a
BCBSA-licensed entity. The current limit, which is invoked when a person owns
5% or more, would continue to apply to all other stockholders. Ownership by any
stockholder of voting securities of a BCBSA licensee in excess of such limits
would subject such BCBSA licensee to immediate termination of its license.
The Company expects to seek an appropriate amendment to the License
Agreement to provide for an increase in the Ownership Limit for institutional
investors as permitted by the modification to the BCBSA's guidelines. Until
such time as an amendment to the License Agreement is signed and any other
necessary steps are taken, the Company's current Ownership Limit of 5% will
continue to apply to all stockholders, including institutional investors, other
than the California HealthCare Foundation. The Company expects to seek an
appropriate amendment to the License Agreement as expediently as possible,
although there can be no assurances such modification will occur at all.
Cautionary Statement: Certain statements contained in this document
are forward-looking statements. Actual outcomes could differ due to, among other
things, difficulties in amending appropriately the Company's license agreement
with the Blue Cross Blue Shield Association.
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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 its behalf by the
undersigned hereunto duly authorized.
Dated: September 18, 1997
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Thomas C. Geiser
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Name: Thomas C. Geiser
Title: Executive Vice President
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September 19, 1997
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: WellPoint Health Networks Inc. / Current Report on Form 8-K
Ladies and Gentlemen:
On behalf of WellPoint Health Networks Inc. (the "Company"), I am
hereby transmitting for filing the Company's Current Report on Form 8-K dated
September 18, 1997. Manually signed copies of the Form 8-K have been executed
prior to the time of this electronic filing and will be retained by the Company
for five years.
If you have any questions with respect to this filing, please do not
hesitate to contact me at (818) 703-3517.
Very truly yours,
Robert A. Kelly
Senior Counsel
Enclosure
cc: New York Stock Exchange, Inc.
Thomas C. Geiser, Esq.
William Hudson, Esq.
