<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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)
401(K) RETIREMENT SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS INC.
2000 EMPLOYEE STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
WELLPOINT HEALTH NETWORKS INC. COMPREHENSIVE EXECUTIVE
NON-QUALIFIED RETIREMENT PLAN
(Full title of the plans)
THOMAS C. GEISER, ESQ.
Executive Vice President and General Counsel
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:
Barry W. Homer, Esq.
Brobeck, Phleger & Harrison LLP
One Market Plaza
Spear Street Tower
San Francisco, California 94105
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission in accordance with Section 8(a) of
the Securities Act of 1933 and Rule 462 thereunder.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (2) per Share (3) Price Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value,
issued pursuant to:
401(k) Retirement Savings Program of
WellPoint Health Networks Inc. (1) 500,000 $73.53125 $ 36,765,625(3) $ 9,768.00
Employee Stock Purchase Plan 1,000,000 $73.53125 $ 73,531,250(3) $19,536.00
2000 Employee Stock Option Plan 3,000,000 $73.53125 $220,593,750(3) $58,080.00
Deferred Compensation Obligations (4) $10,000,000 100% $ 10,000,000(5) $ 2,640.00
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the 401(k) Retirement
Savings Program of WellPoint Health Networks Inc.
(2) This Registration Statement also covers any additional shares of Common
Stock that are acquired under the employee benefit plans listed above
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(3) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933 on the basis of the average of the high and
low selling price per share of Common Stock of WellPoint Health
Networks Inc. on May 22, 2000, as reported by the New York Stock
Exchange.
(4) The deferred compensation obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance
with the terms of the Registrant's Comprehensive Executive
Non-qualified Retirement Plan.
(5) Estimated solely for purposes of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Registrant filed with the
Commission (File No. 001-13803) are incorporated by reference:
(a) The Registrant's Registration Statement on Form 8-B filed on
June 12, 1997, pursuant to Section 12(g) of the Exchange Act;
(b) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(d) The 401(k) Retirement Savings Program's latest annual report
on Form 11-K filed with the Commission on June 29, 1999.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which designates all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
This Registration Statement relates, among other things, to deferred
compensation obligations of the Registrant outstanding under the Registrant's
Comprehensive Executive Non-qualified Retirement Plan (the "Plan"). The Plan is
a non-qualified deferred compensation program under the Internal Revenue Code
which is designed to operate in conjunction with the Registrant's Pension
Accumulation Plan (the "Pension Plan") and the Registrant's 401(k) Retirement
Savings Program (the "Savings Program").
The principal features of the Plan may be summarized as follows:
STRUCTURE. The Plan is comprised of three separate programs
SUPPLEMENTAL SAVINGS PROGRAM DEFERRALS. Under this program
each selected participant will generally have the right, by prior irrevocable
election, to defer up to six percent (6%) of his or her compensation for each
calendar year for which the election is in effect, after the participant has
contributed the maximum dollar amount which may be contributed on the
participant's behalf to the Savings Program for that year in compliance with the
applicable limitations of Internal Revenue Code Section 402(g)(1) or, if
earlier, when the participant's compensation has reached the limit established
by 401(a)(17). For participants at the level of Vice President or above,
participants may defer up to 6% of that portion of their compensation that would
otherwise be eligible for deferral under the Savings Program but is payable
before the participant becomes eligible for both deferral and matching
contributions under the Savings Program. In addition, this program will
supplement the matching contribution allocated to the participant's account each
year under the Savings Program by providing such individual with a supplemental
matching contribution equal to seventy-five percent (75%) (or, if different, the
percentage rate of matching contributions under the Savings Program) of such
participant's Supplemental Savings Deferral.
SUPPLEMENTAL PENSION PLAN CONTRIBUTIONS. This program will
supplement the pension contribution credited to the participant's Pension Plan
account each year by providing such individual with the
II-1.
<PAGE>
actuarial equivalent of the amount which would have otherwise been allocated
to his or her Pension Plan account had that allocation not been reduced by
reason of the compensation limitation imposed under Internal Revenue Code
Sections 401(a)(17) and/or 415.
BASIC SALARY, BONUS AND OFFICER BENEFIT CREDIT DEFERRALS. This program
will permit the participant, by prior irrevocable election, to defer, on a pay
period basis, (i) any whole percentage or whole dollar amount of his or her base
salary (not exceeding 60% of the participant's base salary), (ii) any whole
percentage or whole dollar amount of the cash portion of the participant's
annual bonus and/or (iii) his or her officer benefit credit attributable to a
car allowance.
In addition, amounts earned pursuant to any special compensation
arrangement entered into between the participant and the Registrant for the
payment of non-qualified deferred compensation ("Special Deferred Compensation
Arrangements") may be credited to such participant's account under the Plan.
ACCOUNTS. The Registrant will establish on its books and records a
special account for each individual for whom compensation is deferred or to whom
a benefit is allocated under the Plan. However, the Registrant's obligation to
pay the balance credited to such account will at all times be an unfunded and
unsecured obligation and rank on parity with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a parent company, the right of the Registrant, hence the right
of creditors of the Registrant (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor of the subsidiary may be recognized. The
Registrant will be under no obligation to establish any trust, escrow
arrangement or other fiduciary relationship for the purpose of segregating funds
for the payment of the account balances maintained under the Plans. Although the
Registrant may establish a so-called "rabbi trust" in order to accumulate a
reserve for satisfying its liabilities under the Plan, no participant will have
any beneficial interest in those trust assets, and the assets will be available
for the satisfaction of creditor claims in the event of the Registrant's
insolvency or bankruptcy.
The Registrant's obligations under the Plan are not convertible into
any other security of the Registrant and will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having authority to take action with
respect to such obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
obligations, enforcing covenants and taking action upon a default.
INVESTMENT RETURN. The balance credited to each participant's account
under the Plan will be credited with earnings, at periodic intervals, at a rate
equal to the actual rate of return for such period of an investment fund or
funds or index or indices selected by such participant from the range of
investment vehicles offered under the Savings Program.
VESTING. Each participant under the Plan will at all times be 100%
vested in that portion of his or her account balance attributable to (i)
Supplemental Savings Program Deferrals and (ii) Basic Salary, Bonus and /or
Officer Benefit Credit Deferrals. The participant will vest in that portion of
his or her account balance attributable to Supplemental Pension Plan
Contributions and Special Deferred Compensation Arrangements in accordance with
the vesting schedule in effect under the Pension Plan and any Special Deferred
Compensation Arrangement.
DISTRIBUTION. The account balance under the Plan will become payable,
based on the participant's election, upon the occurrence of one of the following
events: (i) the date of the participant's retirement/termination, (ii) the date
of the participant's death, (iii) the date, if any, specified by the participant
in his or her election or (iv) the earliest of any of (i), (ii) or (iii) above
elected by the participant. The vested portion of the participant's account will
be distributed, based on the participant's election, in one of the following
forms: (i) a lump sum, (ii) a series of annual installments, not to exceed 15,
or (iii) a distribution schedule specified by the participant in his or her
election. The account balance may be distributed prior to the time elected by
the participant upon (i) the occurrence of an immediate and heavy financial need
for which the participant does not have any other resources reasonably available
or (ii) the forfeiture by
II-2.
<PAGE>
the participant of fifteen percent (15%) of his or her vested account balance.
Accrued benefits may not otherwise be assigned or alienated, to the maximum
extent permitted by law.
AMENDMENT / TERMINATION. The Plan may be amended or terminated at any
time, but no such plan amendment or termination will adversely affect the
benefits which the participants have accrued to date under the Plan; provided
that the Registrant may make a current distribution of each participant's
account upon plan termination. Otherwise, the Registrant's obligations under the
Plan are not subject to redemption, in whole or in part, prior to the individual
payment dates specified by the participants.
There is no dollar limit on the total amount of compensation which may
be deferred by participants over the term of the Plan. As of April 30, 2000, the
total dollar amount of the Registrant's outstanding deferred compensation
obligations under the Plan was approximately $36,635,600.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Delaware corporation. Section 145 of the
Delaware General Corporation Law (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
proceedings, whether civil, criminal, administrative or investigative (other
than an 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 attorney's 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.
The Registrant's Certificate of Incorporation provides that
the liability of the Registrant's directors to the Registrant or the
Registrant'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
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) 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 the
Registrant 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
law.
The Registrant's Bylaws provide that the Registrant will
indemnify each present and former director and officer of the Registrant or a
predecessor company and each of their respective subsidiaries, as such companies
exist or have existed, and such agents of the Registrant as the Board of
Directors shall determine, to the fullest extent provided by Delaware law.
II-3.
<PAGE>
In addition, the Registrant has entered into indemnification
agreements with its directors and certain officers that provide for the maximum
indemnification permitted by law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.1 Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K, filed 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 Stock Certificate of the Registrant incorporated by
reference to Exhibit 4.4 of Registrant's Registration
Statement No. 000-13083 on Form 8-B.
5.1 Internal Revenue Service determination letter, dated
November 8, 1995, that the WellPoint Health Networks Inc.
Salary Deferral Savings Program (now known as the 401(k)
Retirement Savings Program) is qualified under Section 401
of the Internal Revenue Code. Incorporated by reference to
Exhibit 5.2 of Registrant's Registration Statement on Form
S-8 (Registration No. 333-05111).
5.2 Opinion of Thomas C. Geiser, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Thomas C. Geiser, Esq. (Included in Exhibit 5.2)
24 Power of Attorney. Reference is made to the signature page
of this Registration Statement.
99.1 Salary Deferral Savings Program (now known as the 401(k)
Retirement Savings Program) (the "Savings Program"), as
amended through October 1, 1997, incorporated by reference
to Exhibit 10.74 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997
99.2 Amendment No. 1 to the Savings Program, incorporated by
reference to Exhibit 10.03 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998
99.3 Amendment No. 2 to the Savings Program, incorporated by
reference to Exhibit 10.51 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998
99.4 Amendment No. 3 to the Savings Program, incorporated by
reference to Exhibit 10.54 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998
99.5 Amendment No. 4 to the Savings Program, incorporated by
reference to Exhibit 10.52 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999
Item 9. UNDERTAKINGS.
A. The undersigned Registrant 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) 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, represent a fundamental change
in the information set forth in the registration statement, and (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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into the
Registration Statement; and (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 that time shall be
deemed to be the initial BONA FIDE offering thereof; and (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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into 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.
II-4.
<PAGE>
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.
II-5.
<PAGE>
SIGNATURES
REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, as amended, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Thousand Oaks, State of
California, on this May 23, 2000.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ LEONARD D. SCHAEFFER
----------------------------------
Leonard D. Schaeffer
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of WellPoint
Health Networks Inc., a Delaware corporation, do hereby constitute and appoint
Leonard D. Schaeffer, Chairman of the Board of Directors and Chief Executive
Officer and Thomas C. Geiser, Esq., Executive Vice President, General Counsel
and Secretary, or any one of them, the lawful attorney-in-fact and agent, each
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorney and agent determines may be
necessary or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulation or requirements
of the Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ LEONARD D. SCHAEFFER Chairman of the Board of Directors May 23, 2000
- ------------------------- and Chief Executive Officer
Leonard D. Schaeffer (Principal Executive Officer)
/s/ DAVID C. COLBY Executive Vice President and May 23, 2000
- ------------------------- Chief Financial Officer (Principal
David C. Colby Financial Officer)
</TABLE>
II-6.
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ KENNETH C. ZUREK Senior Vice President, Controller May 23, 2000
- -------------------------------------- and Taxation
Kenneth C. Zurek
/s/ W. TOLIVER BESSON Director May 23, 2000
- --------------------------------------
W. Toliver Besson, Esq.
/s/ ROGER E. BIRK Director May 23, 2000
- --------------------------------------
Roger E. Birk
/s/ SHEILA P. BURKE Director May 23, 2000
- --------------------------------------
Sheila P. Burke
Director May 23, 2000
- --------------------------------------
Stephen L. Davenport
/s/ JULIE A. HILL Director May 23, 2000
- --------------------------------------
Julie A. Hill
/s/ ELIZABETH A. SANDERS Director May 23, 2000
- --------------------------------------
Elizabeth A. Sanders
</TABLE>
II-7.
<PAGE>
401(k) RETIREMENT SAVINGS PROGRAM. Pursuant to the requirements of
the Securities Act of 1933, as amended, the 401(k) Retirement Savings Program
of WellPoint Health Networks Inc. has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Thousand Oaks, State of California, on this May 23, 2000.
SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
HEALTH NETWORKS INC.
By: /s/ THOMAS C. GEISER
---------------------------------
<PAGE>
EXHIBIT 5.2
May 26, 2000
WellPoint Health Networks Inc.
1 WellPoint Way
Thousand Oaks, CA 91362
Re: Registration Statement on Form S-8 ("Registration Statement") of
WellPoint Health Networks Inc.
Ladies and Gentlemen:
I have acted as General Counsel to WellPoint Health Networks Inc., a
Delaware corporation (the "Company"), with respect to the issuance of this
opinion relating to the proposed offering by the Company of up to 4,500,000
shares (the "Shares") of the Common Stock of the Company, par value $.01 per
share (the "Common Stock"), pursuant to the Company's 401(k) Retirement Savings
Program, 2000 Employee Stock Option Plan and Employee Stock Purchase Plan (the
"Plans"), and of up to $10,000,000 of deferred compensation obligations (the
"Deferred Compensation Obligations") of the Company pursuant to the Company's
Comprehensive Executive Non-qualified Retirement Plan (the "Deferred
Compensation Plan").
As such counsel, I have examined such corporate records, certificates and
other documents and have made such other factual and legal investigations as I
have deemed relevant and necessary as the basis for the opinions hereinafter
expressed. In such examinations, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals
and the conformity to original documents of all documents submitted to me as
conformed or photostatic copies.
Based on the foregoing, I am of the opinion that:
1. The issuance by the Company of the Shares pursuant to the Plans has been
duly authorized by all necessary corporate action on the part of the Company.
2. When issued pursuant to the Plans, the Shares will be duly and validly
issued and outstanding, fully paid and non-assessable shares of Common Stock.
3. When issued in accordance with the terms of the Deferred Compensation
Plan, the Deferred Compensation Obligations will be valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors' rights
or by general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Thomas C. Geiser
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-___________) of WellPoint Health Networks
Inc. of our report dated January 31, 2000 relating to the financial
statements, which appears in WellPoint Health Networks Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999 and our report dated May
28, 1999 relating to the financial statements, which appear in the WellPoint
401(k) Retirement Savings Plan Annual Report on Form 11-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
Los Angeles, CA
May 23, 2000
