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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. 2) (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 of less of such
class.) (See Rule 13d-7.)
(Continued on following pages)
Page 1 of 4 Pages
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(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 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).
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CUSIP No. 94973H108 13G Page 2 of 4 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identification No. 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) / /
(b) / /
Not applicable.
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
State of California
Number of Shares (5) Sole Voting Power
Beneficially 29,910,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With Not Applicable.
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(7) Sole Dispositive Power
29,910,000
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(8) Shared Dispositive Power
Not Applicable.
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
29,910,000
(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)
43.0%
(12) Type of Reporting Person*
CO
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ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
The principal business office of California HealthCare Foundation is
located at 469 9th Street, Oakland, California 94607.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 29,910,000
(b) Percent of Class: 43.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
29,910,000
(ii) shared power to vote or to direct the vote:
Not applicable.
(iii) sole power to dispose or to direct the disposition of:
29,910,000
(iv) shared power to dispose or to direct the disposition of:
Not applicable.
Page 3 of 4 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 9th day of February, 1998.
By: /s/ Dr. Mark Smith
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Name: Dr. Mark Smith
Title: President and
Chief Executive Officer
Page 4 of 4 Pages
