<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1999
REGISTRATION NO. 333-67827
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WELLPOINT HEALTH NETWORKS INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 95-4635504
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1 WELLPOINT WAY
THOUSAND OAKS, CA 91362
(Address of principal executive offices) (zip code)
-----------------
THOMAS C. GEISER, ESQ.
Executive Vice President, General Counsel and Secretary
WELLPOINT HEALTH NETWORKS INC.
1 WellPoint Way, Thousand Oaks, CA 91362
(Name and address of agent for service)
(818) 703-4000
(Telephone number, including area code, of agent for service)
Copies to:
William L. Hudson, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, CA 94104
(415) 393-8231
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
-----------------
If the only securities being registered on this form are offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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 this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATIONS
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED MAY 26, 1999
PROSPECTUS
WELLPOINT HEALTH NETWORKS INC.
COMMON STOCK
1,270,400 Shares
_____________________________________________________________
WellPoint is registering the offer and sale of 1,270,400 shares of
common stock by selling stockholders. WellPoint previously issued the shares
to the selling stockholders as part of the consideration paid by WellPoint in
its acquisition of Cerulean Companies, Inc. WellPoint will not receive any
proceeds from the sale of the shares, but has agreed to bear certain expenses
of registration of the shares under federal and state securities laws.
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "WLP." On May 20, 1999, the last reported sale price of our common
stock on the New York Stock Exchange was $80 per share. Our executive offices
are located at 1 WellPoint Way, Thousand Oaks, CA 91362, and our telephone
number is (818) 703-4000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
_____________________________
The date of this Prospectus is May 26, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Documents Incorporated by Reference . . . . . . . . . . . . 2
Where You Can Find More Information About WellPoint. . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 3
Price Range of Common Stock. . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION ABOUT WELLPOINT
WellPoint files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). You may inspect and copy these reports, proxy statements and
other information at the public reference facilities of the Commission, in
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois, 60661. You may also obtain
copies of these materials from the public reference section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You
should call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Commission also maintains an Internet website
that contains reports, proxy and information statements and other information
regarding companies and other persons that file electronically with the
Commission. The Commission's Internet website address is http:\\www.sec.gov.
You may inspect reports and other information that WellPoint files at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York, 10005.
WellPoint has filed a registration statement and related exhibits with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). The registration statement, which includes this prospectus, contains
additional information about WellPoint and the shares to be sold by the
selling stockholders. You may inspect the registration statement and
exhibits without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and you may obtain copies from the Commission
at prescribed rates.
The Commission allows WellPoint to "incorporate by reference"
information that WellPoint files with it, which means that WellPoint can
disclose important information to you by referring to those documents. The
information incorporated by reference is an important part of this
prospectus, and the information that WellPoint files later with the
Commission will automatically update and supersede this information.
WellPoint incorporates by reference the following documents that WellPoint
has filed with the Commission:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- The pro forma financial statements contained on pages 77 through 81
of WellPoint's Registration Statement on Form S-4 (Registration No.
333-64955);
- The audited and unaudited financial statements of Cerulean contained
on pages F-2 through F-33 of WellPoint's Registration Statement on
Form S-4 (Registration No. 333-64955); and
- The description of the common stock contained in WellPoint's
Registration Statement on Form 8-B filed June 12, 1997.
WellPoint is also incorporating by reference additional documents that
WellPoint may file with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 between the date of the
prospectus and the termination of the offering of the shares.
2
<PAGE>
You may request a copy of these filings at no cost, by writing or
telephoning WellPoint at the following address:
Investor Relations
WellPoint Health Networks Inc.
1 WellPoint Way
Thousand Oaks, CA 91362
(805) 557-6789
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. WellPoint has not authorized
anyone else to provide you with different information.
THE COMPANY
WellPoint is one of the nation's largest publicly traded managed
health care companies. As of March 31, 1999, WellPoint had approximately 6.9
million medical members and approximately 30 million specialty members.
WellPoint offers a broad spectrum of quality, network-based managed care
plans. WellPoint provides these plans to the large and small employer,
individual and senior markets. WellPoint's managed care plans include health
maintenance organizations ("HMOs"), preferred provider organizations
("PPOs"), point-of-service ("POS") plans, other hybrid plans and traditional
indemnity plans. WellPoint also provides a broad array of specialty and other
products, including pharmacy, dental, life insurance, preventive care,
disability insurance, behavioral health, COBRA and flexible benefits account
administration. In addition, WellPoint offers managed care services,
including underwriting, actuarial services, network access, medical cost
management, claims processing and administrative services.
The company markets its products in California under the name Blue
Cross of California and outside of California under the name UNICARE.
Historically, the company's primary market for managed care products has been
California. The company holds the exclusive right in California to market its
products under the Blue Cross name and mark. The company's California
customer base is diversified, with extensive membership among small employer
groups, individuals and large employer groups, and a growing presence in the
Medicare and Medicaid markets.
RECENT DEVELOPMENT. WellPoint entered into a merger agreement with
Cerulean Companies, Inc. on July 9, 1998. Upon completion of the merger,
Cerulean will become a wholly owned subsidiary of WellPoint. Cerulean
currently holds the exclusive license to use the Blue Cross and Blue Shield
name in the state of Georgia. For a more complete description of the merger,
please see WellPoint's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, which is incorporated by reference in this prospectus.
PRICE RANGE OF COMMON STOCK
The following table sets forth for the periods indicated the high
and low sale prices for the common stock. WellPoint did not pay any dividends
on the common stock in 1997 or 1998.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
Year Ended December 31, 1997
First Quarter ....................... 45-7/8 32-7/8
Second Quarter ...................... 51 37-3/4
Third Quarter ....................... 60-1/2 46-1/4
Fourth Quarter ...................... 58-13/16 38-13/16
Year Ended December 31, 1998
First Quarter ....................... 70-1/16 42-1/4
Second Quarter ...................... 74 61-15/16
Third Quarter ....................... 74-11/16 51-1/4
Fourth Quarter ...................... 87-7/8 51-7/8
Year Ended December 31, 1999
First Quarter ....................... 85-9/16 70-1/8
Second Quarter (through May 20, 1999) 78-3/4 66-13/16
</TABLE>
As of May 20, 1999, there were approximately 165 holders of record
of the Common Stock.
3
<PAGE>
USE OF PROCEEDS
WellPoint will not receive any proceeds from the sale by the selling
stockholders of their shares.
SELLING STOCKHOLDERS
Annex 1 to this prospectus is a table, as of May 20, 1999, which shows:
- the name of each selling stockholder and such selling stockholder's
relationship to WellPoint during the last three years;
- the number of shares of common stock each selling stockholder
beneficially owned prior to this offering;
- the number of shares of common stock offered pursuant to this
prospectus by each selling stockholder; and
- the amount of the common stock that each selling stockholder will own
after completion of this offering (assuming all of the shares are
sold).
Annex 1 may be amended or supplemented from time to time.
PLAN OF DISTRIBUTION
The selling stockholders may use this prospectus to sell the shares at
any time while the prospectus is in effect, unless WellPoint notifies the
selling stockholders that the prospectus is not then available. Each of the
selling stockholders will determine if, when and how it will sell the shares
it owns. Any such sales may occur in one or more of the following types of
transactions:
- transactions on the NYSE or any other organized market where the
shares may be traded; or
- privately negotiated transactions between the selling stockholder and
the purchaser; or
- transactions with or through a broker-dealer, acting as either agent
or principal.
These transactions may involve transfer of the shares upon exercise or
settlement of put or call options, or delivery of the shares to replace
shares that the selling stockholder previously borrowed from another
stockholder. Any broker-dealer used in the sale of shares may solicit
potential purchasers. The selling stockholders may also transfer the shares
as a gift or as a pledge, or may sell them to a broker-dealer acting as
principal, in which case such donee, pledgee or broker-dealer may be subject
to the same obligations and liabilities under the Securities Act as a selling
stockholder. Such persons may then sell the shares to another person, either
directly or through another broker-dealer, and would also have to comply with
the requirements of the Securities Act.
The selling stockholder may sell the shares at prices based on market
prices or based on negotiations between the parties. The consideration may
be cash or another form negotiated between the parties. Broker-dealers
acting as agents or principals may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder or from
the purchasers of the shares, or both. Any profits on the resale of shares
by a broker-dealer acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act.
The selling stockholder and/or the purchaser will bear any discounts,
concessions, commissions and similar selling expenses, if any, attributable
to the sale of shares.
4
<PAGE>
The selling stockholders have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares, nor is there an underwriter or
coordinating broker acting in connection with a proposed sale of shares by
any selling stockholder. If WellPoint is notified by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for
the sale of shares, a supplement will be filed to this prospectus, if
required, to disclose:
- the name of each such selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the selling price of such shares;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; and
- other facts material to the transaction.
If the selling stockholders use this prospectus for any sale of the
shares, they will be subject to the prospectus delivery requirements of the
Securities Act. For transactions on or through the NYSE, those requirements
may be satisfied by delivery of copies of this prospectus to the NYSE.
Instead of using this prospectus for any sale of the shares, a selling
stockholder may resell shares in compliance with the requirements of
Securities Act Rule 144.
Pursuant to the Registration Rights Agreement, which is filed as an
exhibit to the registration statement (of which this prospectus is a part),
WellPoint will indemnify each selling stockholder if, among other things, any
liabilities are imposed under the Securities Act for any offers or sales of
the shares pursuant to the registration statement and this prospectus. A
selling stockholder may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares if
liabilities are imposed on it under the Securities Act. A more complete
description of the terms and conditions of these indemnification provisions,
as well as other information regarding WellPoint's obligations in connection
with certain distributions of the shares, appears in the Registration Rights
Agreement.
LEGAL MATTERS
The validity of the Common Stock to be offered hereby will be passed
upon for the Company by Thomas C. Geiser, Esq., General Counsel to the
Company.
EXPERTS
The consolidated financial statements of WellPoint as of December 31,
1998 and 1997 and for each of the three years in the period ended December
31, 1998, incorporated herein by reference, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as stated in their report
thereon and are incorporated herein by reference in reliance upon the
authority of such firm as experts in accounting and auditing. Ernst & Young
LLP, independent auditors, have audited Cerulean Companies, Inc.'s
consolidated financial statements included in Amendment No. 5 to our
Registration Statement (Form S-4 No. 333-64955) for the year ended
December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement.
These financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
5
<PAGE>
ANNEX 1
<TABLE>
<CAPTION>
Name of Relationship to Common Stock Beneficially Common Stock Common Stock Owned Upon
Selling Stockholder WellPoint Owned Prior to Offering (1) Offered Hereby Completion of Offering (2) (3)
------------------- --------------- --------------------------- -------------- ------------------------------
<S> <C> <C> <C> <C>
Georgia Strategic None 1,270,400 1,270,400 0
Healthcare, LLC
</TABLE>
- --------------
(1) As of May 20, 1999.
(2) Assumes that the selling stockholder sells all shares offered by this
prospectus.
(3) The amount listed represents less than one percent of the Common Stock
outstanding.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All dollar amounts in the following table are estimates except the
amount of the registration fee under the Securities Act of 1933:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee $27,897
Accounting fees and expenses ................ 10,000
Legal fees and expenses ..................... 10,000
Miscellaneous ............................... 2,103
-------
Total ....................................... $50,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
WellPoint is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "Delaware Law") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed legal action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than action by or in the right of such corporation), by reason of the
fact that such person was an officer or director of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of
his duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director
actually and reasonably incurred.
WellPoint's Certificate of Incorporation provides that the liability of
WellPoint's directors to WellPoint or WellPoint's stockholders for monetary
damages for breach of fiduciary duty will be eliminated to the fullest extent
permissible under Delaware law except for (i) breaches of duty of loyalty;
(ii) acts or omissions not in good faith or involving intentional misconduct
or knowing violations of the law; (iii) the payment of unlawful dividends or
unlawful stock repurchases or redemptions; or (iv) transactions in which a
director received an improper personal benefit.
The effect of these provisions is to eliminate the rights of WellPoint
and its stockholders (through stockholders' derivative suits on behalf of
WellPoint) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in certain limited
situations. These provisions do not limit or eliminate the rights of
WellPoint or any stockholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of
care. These provisions will not alter the liability of directors under
federal securities laws.
WellPoint's bylaws provide that WellPoint will indemnify each present
and former director and officer of WellPoint or a predecessor company and
each of their respective subsidiaries, as such companies exist or have
existed, and such agents of WellPoint as the Board of Directors shall
determine, to the fullest extent provided by Delaware law.
II-1
<PAGE>
In addition, WellPoint has entered into indemnification agreements with
its directors and certain officers that provide for the maximum
indemnification permitted by law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------- --------------------
<S> <C>
2.1 Amended and Restated Recapitalization Agreement dated as of March 31,
1995 by and among the Registrant, Blue Cross of California, Western
Health Partnerships and Western Foundation for Health Improvement,
incorporated by reference to Exhibit 2.1 of the Registrant's
Registration Statement on Form S-4 dated April 8, 1996
2.2 Agreement and Plan of Reorganization dated as of July 22, 1997 by and
among the Registrant, WellPoint Health Networks Inc., a California
corporation ("WellPoint California"), and WLP Acquisition Corp.,
incorporated by reference to Exhibit 99.1 of the Registrant's Current
Report on Form 8-K filed on August 5, 1997
2.3 Stock Purchase Agreement dated as of July 29, 1998 by and between the
Registrant and Fremont Indemnity Company, incorporated by reference to
Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on
September 16, 1998
2.4 Agreement and Plan of Merger dated as of July 9, 1998 by and among the
Registrant, Cerulean Companies, Inc. and Water Polo Acquisition Corp.,
incorporated by reference to Appendix A of the Registrant's
Registration Statement on Form S-4, File No. 333-64955
2.5 First Amendment to the Stock Purchase Agreement dated as of November
5, 1998, by and between the Registrant and Fremont Indemnity Company,
incorporated by reference to Exhibit 2.05 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998
2.6 Second Amendment to the Stock Purchase Agreement dated as of February
1, 1999, by and between the Registrant and Fremont Indemnity Company,
incorporated by reference to Exhibit 2.06 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998
4.1 Restated Certificate of Incorporation of the Registrant, incorporated
by reference to Exhibit 3.1 of Registrant's Current Report on Form 8-K
filed on August 5, 1997
4.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.02 of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998
4.3 Specimen of Common Stock certificate of the Registrant, incorporated
by reference to Exhibit 4.4 of Registrant's Registration Statement
on Form 8-B, Registration No. 001-13083
5.1+ Opinion of Thomas C. Geiser, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2+ Consent of Thomas C. Geiser, Esq. (included in the Opinion filed as
Exhibit 5.1)
23.3 Consent of Ernst & Young, LLP.
24.1+ Powers of Attorney (see signature page included in Registration
Statement).
99.1+ Form of Registration Rights Agreement by and between the Registrant
and Georgia Strategic Healthcare, LLC.
</TABLE>
- --------------
* To be filed by amendment.
+ Previously filed
ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(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-2
<PAGE>
(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, represents 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 end 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;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 the 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.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 15 or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company will, unless in
the opinion of its 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
II-3
<PAGE>
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering hereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 2 to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Thousand Oaks,
California, on the 26th day of May, 1999.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Thomas C. Geiser
-------------------------------------
Thomas C. Geiser
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities indicated on the 26th day of May, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Leonard D. Schaeffer* Chairman of the Board and Chief Executive Officer (Principal
- ---------------------------------- Executive Officer)
Leonard D. Schaeffer
/s/ David C. Colby* Executive Vice President and Chief Financial Officer
- ---------------------------------- (Principal Financial Officer)
David C. Colby
/s/ S. Louise McCrary* Senior Vice President, Chief Accounting Officer and Controller
- ---------------------------------- (Principal Accounting Officer)
S. Louise McCrary
/s/ W. Toliver Besson* Director
- ----------------------------------
W. Toliver Besson
/s/ Roger E. Birk* Director
- ----------------------------------
Roger E. Birk
/s/ Sheila P. Burke* Director
- ----------------------------------
Sheila P. Burke
/s/ Stephen L. Davenport* Director
- ----------------------------------
Stephen L. Davenport
/s/ Julie A. Hill* Director
- ----------------------------------
Julie A. Hill
/s/ Elizabeth A. Sanders* Director
- ----------------------------------
Elizabeth A. Sanders
*By: /s/ Thomas C. Geiser
----------------------------------
Thomas C. Geiser, Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of WellPoint Health Networks Inc. Form S-3 (File No. ) of our
report dated February 11, 1999, on our audits of the consolidated financial
statements of WellPoint Health Networks Inc. We also consent to the reference
to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Thousand Oaks, California
May 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3 No. 333-67827) and
related Prospectus of WellPoint Health Networks Inc. for the registration of
shares of its common stock and to the incorporation by reference therein of
our report dated February 5, 1999, with respect to the consolidated financial
statements of Cerulean Companies, Inc. included in Amendment No. 5 to the
Registration Statement (Form S-4 No. 333-64955) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
May 24, 1999
