<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2000
REGISTRATION NO. 333-67827
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
WELLPOINT HEALTH NETWORKS INC.
(Exact name of Registrant as specified in its charter)
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) 234-4000
(Telephone number, including area code, of agent for service)
Copies to:
Kenneth M. Doran, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071
(213)229-7537
---------------------
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. / /
---------------------
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 REGISTRATION
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.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 12, 2000
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 October 10, 2000, the last reported sale price of our
common stock on the New York Stock Exchange was $96 15/16 per share. Our
executive offices are located at 1 WellPoint Way, Thousand Oaks, CA 91362, and
our telephone number is (818) 234-4000.
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 October 12, 2000
<PAGE>
TABLE OF CONTENTS
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
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, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 2000;
- Current Report on Form 8-K dated September 1, 2000;
- The pro forma financial statements contained on pages 75 through 80 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-32 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.
You may request a copy of these filings at no cost, by writing or
telephoning WellPoint at the following address:
2
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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 June 30, 2000, WellPoint had approximately 7.6 million
medical members and approximately 34.3 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, you should refer to
WellPoint's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
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 1998 or 1999.
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
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.................................................................... 97 66 13/16
Third Quarter..................................................................... 86 11/16 54 3/4
Fourth Quarter.................................................................... 67 5/8 48 1/4
Year Ended December 31, 2000
First Quarter..................................................................... 78 1/2 56 15/16
Second Quarter.................................................................... 79 7/8 66 3/4
Third Quarter..................................................................... 96 3/8 70 3/8
Fourth Quarter (through October 10, 2000)......................................... 100 5/16 94
</TABLE>
3
<PAGE>
As of October 11, 2000, there were approximately 562 holders of record
of the Common Stock.
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 October 12, 2000, 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
by the selling stockholder).
WellPoint may amend or supplement Annex 1 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 sales may occur in one or more of the following types of transactions:
- transactions on the New York Stock Exchange 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 the 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.
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:
4
<PAGE>
- the name of each selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the selling price of the shares;
- the commissions paid or discounts or concessions allowed to the
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 New York Stock Exchange,
those requirements may be satisfied by delivery of copies of this prospectus
to the New York Stock Exchange. 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 a 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 financial statements of WellPoint Health Networks Inc. incorporated by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
Ernst & Young LLP, independent auditors, has audited Cerulean Companies,
Inc.'s consolidated financial statements included in Post-effective Amendment
No. 2 to our Registration Statement (Form S-4 No. 333-64955) for the year ended
December 31, 1999, as set forth in its report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. These
financial statement are incorporated by reference in reliance on Ernst & Young
LLP's report, given on its 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 October 12, 2000.
(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:
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
=======
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
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------------------
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 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
2.3 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
2.4 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
2.5 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
2.6 First Amendment to the Agreement and Plan of Merger dated as of
July 9, 1999, by and among Cerulean Companies, Inc., the
Registrant and Water Polo Acquisition Corp., incorporated by
reference to Exhibit 2.07 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999
2.7 Second Amendment to the Agreement and Plan of Merger dated as of
December 31, 1999 by and among Cerulean Companies, Inc., the
Registrant and Water Polo Acquisition Corp., incorporated by
reference to Exhibit 2.07 to the Registrant's Quarterly Report on
Form 10-K for the year ended December 31, 1999
4.1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Current Report on Form 8-K filed on August 5, 1997
4.2 Bylaws of the Registrant, incorporated by reference to Exhibit
4.2 of the Registrant's Registration Statement on Form S-8
(Registration No. 333-90791)
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.
--------------------
* 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:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(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.
(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-3
<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. 3 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
12th day of October, 2000.
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. 3 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 12th day of October, 2000.
SIGNATURE TITLE
/s/ LEONARD D. SCHAEFFER* Chairman of the Board and Chief
---------------------------------- Executive Officer (Principal
Leonard D. Schaeffer Executive Officer)
/s/ DAVID C. COLBY* Executive Vice President and Chief
---------------------------------- Financial Officer (Principal
David C. Colby Financial Officer)
/s/ KENNETH C. ZUREK Senior Vice President, Controller and
---------------------------------- Taxation (Principal Accounting
Kenneth C. Zurek Officer)
/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
II-4
