<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from __ to __
Commission File No: 001-12617
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
EMPLOYEES' THRIFT PLAN OF TRIGON INSURANCE COMPANY
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Trigon Healthcare, Inc.
2015 Staples Mill Road
Richmond, VA 23079
<PAGE>
EMPLOYEES' THRIFT PLAN OF TRIGON INSURANCE COMPANY
Index to Annual Report on Form 11-K
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 10
Supplemental Schedules
1 Schedule of Assets Held for Investment Purposes at End of Year - December 31, 1999 11 -13
2 Schedule of Reportable Transactions - Year ended December 31, 1999 14
</TABLE>
Signature
Exhibit
<PAGE>
Independent Auditors' Report
Employees' Thrift Plan of Trigon Insurance Company
Administrative Committee:
We have audited the accompanying statements of net assets available for benefits
of the Employees' Thrift Plan of Trigon Insurance Company (Plan) as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Employees'
Thrift Plan of Trigon Insurance Company as of December 31, 1999 and 1998, and
the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes at end of year (Schedule 1) and reportable
transactions (Schedule 2) are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
Richmond, Virginia
June 9, 2000
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
------ ---- ----
<S> <C>
Investments, at fair value (note 3) $ 196,286,244 152,709,574
Accrued investment income receivable 189,569 1,581,338
Due from broker for securities sold -- 122,022
----------------- ------------
Total assets 196,475,813 154,412,934
----------------- ------------
Liabilities
-----------
Due to broker for securities purchased 216,240 1,627,785
Accrued liabilities 84,358 65,405
----------------- ------------
Total liabilities 300,598 1,693,190
----------------- ------------
Net assets available for benefits $ 196,175,215 152,719,744
================= ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 5,409,550 4,642,256
Net appreciation in fair value of investments (note 3) 39,424,284 13,814,506
Contributions:
Employer 3,265,292 3,063,977
Participant 11,541,586 9,170,725
----------------- -----------
Total additions 59,640,712 30,691,464
Deductions from net assets attributed to:
Distribution of benefits and withdrawals 15,572,124 11,240,236
Administrative expenses (note 2) 613,117 789,561
------------------ -----------
Total deductions 16,185,241 12,029,797
------------------ -----------
Net increase in net assets available for benefits 43,455,471 18,661,667
Net assets available for benefits:
Beginning of year 152,719,744 134,058,077
------------------ -----------
End of year $ 196,175,215 152,719,744
================== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Provisions of the Plan
The Employees' Thrift Plan of Trigon Insurance Company (Plan) is a defined
contribution plan covering substantially all employees of Trigon Insurance
Company (Company) and its affiliates, excluding Mid-South Insurance Company,
(Employer) who have completed three months of service with the Company and
its covered affiliates. The Plan was amended and restated effective October
1, 1998. It was originally adopted by the Board of Directors of the Company
effective July 1, 1980.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan is administered by the Administrative
Committee which is appointed by the Company. The assets of the Plan are held
in trust under an agreement with The Northern Trust Company (Trustee).
Recordkeeping services are provided by Administrative Solutions Group, an
ADP/Mercer Alliance, Deerfield, Illinois. Participants should refer to the
plan document or summary plan description for a more complete description of
the Plan's provisions.
(a) Participant Accounts
Individual accounts are maintained by the Plan for each eligible
employee (Participant) to reflect the Participant's contributions,
Employer matching contributions and distributions and withdrawals, as
well as the Participant's share of the Plan's income, including gains
and losses, and related administrative expenses.
(b) Contributions
Participants may elect to make voluntary pre-tax contributions to the
Plan in whole percentage amounts ranging from two to sixteen percent of
their compensation for the year. The Employer is obligated under the
matching provision of the Plan to contribute each pay period an amount
equal to fifty percent of the contributions of each Participant in the
Plan which do not exceed six percent of each Participant's compensation
for such pay period. The Employer's contribution related to any
individual participant is limited in total under the provisions of
Section 404(a) of the Internal Revenue Code.
In October 1998, the Plan was amended to allow the Employer, in its
complete discretion, to declare a profit sharing matching contribution.
The discretionary contribution would be equal to a fixed percentage of
the Participant's voluntary contribution for which an employer matching
contribution was made. To be eligible to receive the discretionary
profit sharing matching contribution, a Participant must be an employee
of the Employer on the last day of the Plan year for which the
discretionary profit sharing matching contribution is made. The
discretionary profit sharing matching contribution will be made in cash
and invested solely in the Trigon Stock Fund and participants do not
have investment rights to these contributions. The Employer made a
discretionary contribution of $751,633 during 1999 and no discretionary
contribution during 1998.
Employee contributions, as shown in the accompanying statements of
changes in net assets available for benefits, include amounts rolled
over into the Plan from other qualified plans totaling $2,003,091 and
$860,462 for the years ended December 31, 1999 and 1998, respectively.
4 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
(c) Investment Options
Investment options of the Plan consist of nine investment funds.
Participants have the option of investing in whole percentages in the
following investment funds:
Treasury Money Market Fund - This fund was added to the Plan
effective October 1, 1998. The aim of this fund is to provide
current income while maintaining a stable net asset value. This
fund may invest solely in securities backed by the full faith and
credit of the U.S. government. At least 80% of the assets will be
in U.S. Treasury securities. The remainder may include securities
issued by other government agencies. This fund offers the lowest
risk of any of the funds.
Short-Term Fixed Income Fund - The aim of this fund is to provide
steady investment returns with relatively stable principal value.
This fund may invest in short-term treasury, government agency,
and corporate bonds, money market instruments, guaranteed
investment contracts issued by life insurance companies, which
offer a fixed interest rate, or a pooled fund investing in similar
contracts.
Bond Fund - The objective of this fund is to maximize current
interest income with moderate principal risk. This fund may
invest in treasury, government agency and corporate bonds,
mortgages, U.S. and foreign currency-denominated securities, money
market investments and mutual funds that invest in such
investments.
S&P 500 Equity Index Fund - This fund invests in the common stocks
of those companies that comprise the S&P 500 index, or a mutual
fund or commingled fund that invests in those companies. The
objective of this fund is to provide long-term growth of capital,
with growth of income as a secondary objective.
Domestic Equity Fund - This fund primarily invests in securities
that have long-term capital appreciation possibilities. The fund
will emphasize common stock, convertible corporate debt and
convertible preferred stock and will periodically hold fixed
income securities. The portfolio is concentrated generally in 15
to 35 stocks that generally are traded on a national exchange or
market. The objective of this fund is to provide long-term
capital growth from stock prices and some current income from
dividends.
Global Equity Fund - This fund primarily invests in common stocks
and bonds of companies based throughout the world, including the
U.S. The objective of this fund is to provide long-term growth of
capital and income.
International Equity Fund - This fund is like the Domestic Equity
Fund except that it primarily invests in common stocks and bonds
of non-U.S. corporations instead of domestic corporations. This
fund's objective is to provide long-term growth of both capital
and income.
Domestic Aggressive Growth Fund - The objective of this fund is
capital growth. This fund invests primarily in the common stocks
of small, rapidly growing domestic companies. It is not expected
that these companies will pay cash dividends.
5 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
International Aggressive Growth Fund - The International
Aggressive Growth Fund is similar to the Domestic Aggressive
Growth Fund, except that it invests primarily in stocks of small,
rapidly growing foreign companies, or mutual or collective funds
that invest in such stocks. Pursuit of long-term capital growth
is this fund's primary objective. Effective October 1, 1998, this
fund was no longer offered as an investment selection. All
Participant balances were automatically transferred to the
International Equity Fund along with any investment elections
designated to this fund.
Trigon Stock Fund - This fund invests in Trigon Healthcare, Inc.
Class A Common Stock (Trigon Stock) which is listed on the New
York Stock Exchange, and cash for liquidity purposes. The
objective of this fund is to provide participants the opportunity
to invest in the common stock of the Company's parent. This fund
offers the highest risk of any of the funds because it invests in
the stock of only one company.
Participants are permitted to change investment options daily. Each
investment fund is divided into units of participation which are
calculated daily by the recordkeeper. The daily value of each unit is
determined by dividing the total fair market value of all assets in each
fund by the total number of units in that fund. Under provisions of the
Plan, investment income (loss) and net appreciation (depreciation) of
fair value of investments (net of administrative expenses paid by the
Plan) are allocated to each participant's account based on the change in
unit value for each investment fund in which the Participant has an
account balance.
(d) Vesting
Participants are fully vested in their own contributions at all times.
All participants of the Plan with an account balance as of December 31,
1986 are fully vested in the Employer's contributions. Employees of the
Company entering the Plan after December 31, 1986 become fully vested in
the Employer's contributions upon death, disability or retirement, or
after thirty-six months of service with the Employer or any other Blue
Cross and/or Blue Shield organization. In accordance with provisions of
the Plan, any portion of the Employer's contributions that has not vested
at the time of a participant's termination of employment shall be
forfeited by the Participant and applied to reduce future employer
contributions to the Plan. As of December 31, 1999 and 1998, forfeited
nonvested accounts totaled $114,145 and $308,035, respectively. During
1999 and 1998, employer contributions were reduced by $322,700 and
$128,570, respectively, from forfeited nonvested accounts.
(e) Distributions
Plan distributions are recorded when paid. The Plan prescribes numerous
distribution options upon termination of employment, including
retirement. Participants receive their vested amounts in a lump sum
distribution or may elect to receive their vested amounts in specified
periodic installments upon retirement, death or disability. Upon
termination of employment prior to age 55, a participant may elect to
receive vested amounts greater than $5,000 either as a lump sum
distribution or defer receipt until no later than age 701/2. In addition,
participants age 55 and older may also elect to receive their vested
amounts in specified periodic installments. Vested amounts of $5,000 or
less are distributed in a lump sum distribution. Any participant amounts
invested in the Trigon Stock Fund may be distributed in whole shares of
Trigon Stock plus cash for fractional shares or entirely in cash as
elected by the Participant.
6 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
Current employees of the Employer may request to withdraw all or a
portion of their pre-tax contributions in the event of financial
hardship, subject to limitations imposed by federal law and approval by
the Administrative Committee.
(f) Loans to Participants
These loans represent loans granted to participants of the Plan and are
repayable in accordance with terms established by the Plan. Loans may be
requested for any reason, in amounts not less than $1,000, or more than
the lesser of $50,000 or 50% of the Participant's vested account balance.
The interest rate charged on any loan is fixed at the date of application
at the Wall Street Journal prime rate as of the second to last business
day of the preceding month plus 1%. Each loan is secured by the
Participant's interest in the Plan. A participant's profit sharing
matching contribution account is not available for a loan.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan:
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting. Accordingly, contributions to the Plan and
interest and dividend income are recognized as earned and realized
gains and losses and net unrealized appreciation and depreciation of
fair value of investments are recognized as they occur. Plan benefit
distributions and withdrawals are recognized when paid.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value as determined by the
Plan's trustee (generally based upon quoted market prices). Loans to
participants are valued at the balance of amounts due from participants
of the Plan plus accrued interest thereon, which approximates fair
value. Purchases and sales of investments are recorded on a trade-date
basis. Interest income is recorded on the accrual basis and dividend
income is recorded on the ex-dividend date. Realized gains and losses
are computed on an average cost basis.
The Plan presents in the statements of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on these investments.
(c) Cash Equivalents
Cash equivalents are stated at cost which approximates fair value and
consist of money market accounts and other investments purchased with
original maturities of less than ninety days.
(d) Fair Value of Financial Instruments
The carrying amounts of accrued investment income receivable, due from
broker for securities sold, due to broker for securities purchased and
accrued liabilities approximate fair value because of the short
maturity
7 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
of these instruments. The fair values of investments are estimated based
on quoted market prices.
(e) Administrative Expenses
Investment expenses and certain expenses incurred in connection with the
administration of the Plan, such as trustee and recordkeeping expenses,
are paid out of the investment assets of each fund. The Company provides
certain administrative services at no cost to the Plan and pays for
certain other administrative costs of the Plan.
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
(g) New Accounting Pronouncement
In 1999, the Plan adopted AICPA Statement of Position 99-3, Accounting
for and Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters. Accordingly, information required to be
disclosed about participant-directed fund investment programs is not
presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the current
year's presentation.
(3) Investments
The following investments owned as of December 31, 1999 and 1998
represented 5% or more of net assets available for benefits as of these
dates:
<TABLE>
<CAPTION>
Description 1999 1998
------------------------------ ---- ----
<S> <C>
Short-Term Fixed Income Fund - Pacific Investment
Management Company Short-Term Fund $27,443,810 28,640,351
Domestic Equity Fund - Clipper Fund Inc. Common
Stock, Open End Fund 32,032,628 36,427,603
S&P 500 Equity Index Fund - Vanguard Index Trust
500 Portfolio, Open End Fund 19,986,852 13,941,172
International Equity Fund - Capital Guardian Trust
Company, Open End Fund 13,041,979 --
Trigon Stock Fund - Trigon Healthcare, Inc. Class A
common stock (includes nonparticipant-directed
investments (note 4)) 12,903,507 12,551,850
</TABLE>
8 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
During 1999 and 1998, the Plan's investments (including investments bought,
sold and held during the year) appreciated (depreciated) as follows:
<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------------------
1999 1998
---- ----
<S> <C>
Common stocks $37,029,740 2,553,075
Preferred stocks -- (400)
Mutual funds 5,048,678 6,468,142
Collective trust funds -- 1,387,323
Government obligations -- 29,053
Corporate debt instruments:
Preferred -- (20)
Other -- (20,702)
Trigon Healthcare, Inc. Class A common stock (2,649,861) 3,418,483
Other (4,273) (20,448)
------------ ----------
$39,424,284 13,814,506
============ ==========
</TABLE>
(4) Nonparticipant-directed Investments
Information about the net assets available for benefits and the changes in
net assets available for benefits for the nonparticipant-directed
investments is as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
-------- ----------
<S> <C>
Net assets available for benefits-- Trigon Healthcare,
Inc. Class A common stock $620,920 --
======== ==========
Changes in net assets:
Discretionary contribution $751,633
Net depreciation in fair value of investments (note 3) (81,074)
Distribution of benefits and withdrawals (49,084)
Administrative expenses (note 2) (555)
--------
Net increase in net assets available
for benefits $620,920
========
</TABLE>
(5) Tax Status
The Plan obtained its latest determination letter dated February 2, 2000,
in which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The plan administrator believes that the Plan has
operated in accordance with the terms of the plan document and current tax
law. Accordingly, no provision for income taxes has been included in the
Plan's financial statements.
9 (Continued)
<PAGE>
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Notes to Financial Statements
December 31, 1999 and 1998
Under present Federal income tax laws and regulations, participants will
not be taxed on Employer contributions allocated to their accounts,
investment earnings on such contributions, or investment earnings on their
own contributions at the time such contributions and investment earnings
are received by the Trustee under the Plan; but they may be subject to tax
thereon at such time as they receive actual distributions from the Plan.
Under normal circumstances, the Plan will not be taxed on its dividend and
interest income or any capital gains realized by it or any unrealized
appreciation on investments.
(6) Plan Termination
Although it has not expressed any intent to do so, the Employer's Board of
Directors has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of ERISA. In
the event of plan termination, the Participants will become fully vested in
their accounts.
(7) Related Party Transactions
The Plan owned 437,407 shares of Trigon Stock as of December 31, 1999. The
Trigon Stock had a cost basis of $15,450,845 and a fair value of
$12,903,507. During the year, 227,317 shares of Trigon Stock were purchased
at a total cost of $7,986,676 and 125,849 shares, with a cost basis of
$3,564,387, were sold for $4,465,848.
As of December 31, 1998, the Plan owned 336,398 shares of Trigon Stock with
a cost basis of $8,852,338 and a fair value of $12,551,850. During 1998,
198,154 shares of Trigon Stock were purchased at a total cost of $6,064,828
and 86,689 shares, with a cost of $2,122,553, were sold for $2,789,541.
Certain plan investments are units of a collective trust managed by the
Trustee, a party-in-interest. Fees paid by the Plan for trustee services
amounted to $84,973 and $94,853 for the years ended December 31, 1999 and
1998.
10
<PAGE>
Schedule 1
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Number
of shares/ Current
Description of investments units Cost value
-------------------------------------- -------------- ---------- -----------
<S> <C>
Corporate stock - common
------------------------
#REORG CBT GROUP PUB LTD SPONSRD N/C TO SMARTFORCE PLC ADR 24,300 $ 684,737 814,050
#REORG DII GRP INC COM STKMGR TO FLEXTRONICS INTL L 4,700 124,723 333,550
#REORG GENESYS TELCOMM LAB INC COM STK MERGER ALCATEL ADR 164,000 502,620 885,600
#REORG INTERVU INC COM STK MERGER TO AKAMI TECH COM #2- 20,000 273,653 2,100,000
#REORG MISSION CRITICAL SOFTWARE INC STKMERGER TO NETIQ 9,900 456,113 693,000
#REORG SILKNET SOFTWARE INC COM STK MGR TO KANA COMM COM 5,000 480,120 828,750
#REORG TUBOSCOPE INC COM N/C TO VARCO INTERNATIONAL INC 41,800 356,742 663,575
#REORG UBID INC COM STK MERGER TO CMGI INC #2-096805 @ .2 4,229 94,791 112,069
#REORG USWEB CORP COM STK MERGER WITH WHITTMAN-HART INC 16,600 431,925 737,663
ADELPHIA BUSINESS SOLUTIONS INC CL A 26,100 454,578 1,252,800
ADR BUSINESS OBJECTS S A SPONSORED ADR 11,200 524,571 1,496,600
AFFILIATED COMPUTER SVCS INC CL A COM 28,400 1,278,000 1,306,400
AFFILIATED MANAGERS GROUP INC COM STK 8,400 250,511 339,675
AIRNET COMMUNICATIONS CORP COM 36,000 504,000 1,309,500
ALLAIRE CORP COM 6,300 635,958 921,769
ALPHARMA INC CL A 10,600 330,289 325,950
AMERICAN TOWER CORP CL A 14,700 428,817 449,269
APPNET INC FORMERLY APPNET SYS INC 27,400 332,342 1,198,750
ASPECT COMMUNICATIONS INC COM 23,300 405,241 911,613
ATWOOD OCEANICS INC COM 11,200 349,074 432,600
BARRETT RES CORP COM PAR $0.01 11,500 459,926 338,531
BINDVIEW DEV CORP COM 21,700 494,927 1,078,219
BURR-BROWN CORP 20,850 447,566 753,206
CACHEFLOW INC COM ISIN US 1269461026 5,200 670,271 679,575
CASELLA WASTE SYS INC CL A COM STK 30,700 1,119,038 579,463
CDW COMPUTER CTRS INC COM 7,600 365,371 597,550
CEPHALON INC CON 21,700 375,975 750,006
CHIREX INC COM 17,900 505,460 261,788
CINAR CORP FORMERLY CINAR FILMS INC TO 12/10/1998 CL B CO 43,400 1,099,550 1,063,300
CITADEL COMMUNICATIONS CORP COM 12,300 351,375 797,963
CLARENT CORP DEL COM ISIN US1804611051 11,600 504,776 901,900
COLE KENNETH PRODTNS INC CL A 12,200 388,183 558,150
CONCENTRIC NETWORK CORP DEL COM 9,200 254,705 283,475
COR THERAPEUTICS INC 10,100 221,349 271,438
CREATIVE COMPUTERS INC COM 6,000 95,703 43,875
CREDENCE SYS CORP DEL 9,100 282,860 787,150
CTS CORP COM 600 26,119 45,225
CYPRESS SEMICONDUCTOR CORP COM 12,100 291,168 391,738
DIGITAL LIGHTWAVE INC COM 19,900 619,663 1,273,600
DOCUMENTUM INC COM 16,000 441,695 958,000
DSP GROUP INC COM 12,000 477,250 1,116,000
ELECTRO SCIENTIFIC INDS INC COM 8,200 436,386 598,600
ETHAN ALLEN INTERIORS INC COM 18,150 606,841 581,934
FWD AIR CORP COM 19,300 433,081 837,138
F5 NETWORKS INC COM STK 6,900 187,722 786,600
GST TELECOMMUNICATIONS INC COM 55,400 383,681 502,063
HARBINGER CORP COM 20,300 442,038 645,794
HARMONIC INC COM 6,200 425,792 588,613
HUMAN GENOME SCIENCES INC 4,200 516,637 641,025
IDEC PHARMACEUTICALS CORP COM 7,200 243,934 707,400
IMCLONE SYS INC COM 2,800 97,366 110,950
INFOCURE CORP COM 36,400 492,494 1,135,225
INVITROGEN CORP COM 13,200 524,155 792,000
ISS GROUP INC OC-COM 17,200 575,828 1,223,350
IXL ENTERPRISES INC COM STK 14,100 488,115 782,550
KOPIN CORP 22,800 436,952 957,600
KULICKE & SOFFA INDS INC COM 12,700 525,920 540,544
</TABLE>
11 (Continued)
<PAGE>
Schedule 1
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Number
of shares/ Current
Description of investments units Cost value
-------------------------------------- -------------- ---------- -----------
<S> <C>
LAM RESH CORP COM 8,700 $ 342,672 970,594
LEAP WIRELESS INTL INC COM 9,800 498,127 769,300
LEGATO SYS INC COM 4,900 123,450 337,181
LYCOS INC COM 1,800 50,006 143,213
M/I SCHOTTENSTEIN HOMES INC NEW 35,900 785,458 558,694
M-SYSTMES FLASH DISK PIONEER COM 36,300 481,513 1,193,363
MCAFEE COM CORP CL A 13,100 157,200 589,500
MEDICIS PHARMACEUTICAL CORP CL A NEW 8,600 333,486 366,038
MICREL INC COM 6,400 177,837 364,400
MICROCHIP TECH INC COM 4,000 150,550 273,750
MRV COMMUNICATIONS INC COM 11,100 669,768 697,913
NABORS IND INC COM 17,900 429,680 553,781
NATL INSTRS CORP COM 23,100 605,173 883,575
NBTY INC COM 16,200 115,425 187,313
O REILLY AUTOMOTIVE INC COM 49,600 1,167,247 1,066,400
ORCKIT COMMUNICATIONS LTD COM 16,100 462,395 552,431
PAC SUNWEAR CAL INC COM 12,700 276,891 404,813
PEGASUS COMMUNICATIONS CORP CL A 16,400 651,059 1,603,100
PINNACLE HLDGS INC COM 26,900 391,563 1,139,888
PLAYBOY ENTERPRISES INC (HOLDINGS CO) 1 NEW CL B 12,100 363,000 294,181
PROVIDENT BANKSHARES CORP COM 47,722 1,130,557 826,187
PWR INTEGRATIONS INC COM 27,200 553,773 1,303,900
QLOGIC CORP COM 8,200 268,295 1,310,963
SBS BROADCASTING SA 23,700 648,188 1,153,894
SDL INC COM 5,500 191,542 1,199,000
SEMTECH CORP 11,700 423,154 609,863
SFX ENTMT INC CL A 7,050 259,188 255,122
SUNGLASS HUT INTL INC COM 26,900 195,994 302,625
S1 CORP COM STK 7,700 258,777 601,563
TELETECH HLDGS INC COM 28,500 574,022 960,536
TIMBERLAND CO CL A 7,000 223,500 370,125
* TRIGON HEALTHCARE INC CL A COM 437,407 15,450,845 12,903,507
TRIMERIS INC COM 14,200 263,642 335,475
TRIQUINT SEMICONDUCTOR INC COM 12,300 437,620 1,368,375
URBAN OUTFITTERS INC 16,400 448,689 477,650
UTI ENERGY CORP COM 35,800 499,599 825,638
VARIAN SEMICONDUCTOR EQUIPTMENT ASSOCS INC COM 25,500 472,433 867,000
VERIO INC COM 20,200 411,756 932,988
VIATEL INC COM 11,200 517,127 600,600
VISUAL NETWORKS INC COM 18,000 542,151 1,426,500
WILLIAMS SONOMA INC COM 9,400 288,273 432,400
XIRCOM COM 12,300 545,204 922,500
XM SATELLITE RADIO HLDGS INC CL A 28,200 441,724 1,075,125
24 / 7 MEDIA INC COM STK 9,300 511,400 523,125
----------- ------------
Total corporate stock - common 58,998,630 86,608,810
----------- ------------
Mutual funds
------------
MFO CAP GAURDIAN GLOBAL FD 123,406 1,634,368 2,132,448
MFO CLIPPER FD INC COM OPEN END FD 490,696 36,321,748 32,032,628
MFO CAP GUARDIAN NON-US EQTY (2503-010) 344,935 8,280,271 13,041,978
MFO PIMCO TOTAL RETURN OPEN END FD 461,261 4,794,623 4,566,482
MFO PIMCO SHORT TERM FD-INSTL 2,758,172 27,567,274 27,443,810
MFO VANGUARD INSTL INDEX FD SH BEN INT OPEN END FD 149,144 17,530,011 19,986,852
MFO VANGUARD TREAS FD TREAS MONEY MKT PORTFOLIO 3,286,834 3,286,834 3,286,834
----------- ------------
Total mutual funds 99,415,129 102,491,032
----------- ------------
</TABLE>
12 (Continued)
<PAGE>
Schedule 1
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Number
of shares/ Current
Description of investments units Cost value
-------------------------------------- -------------- ---------- -----------
<S> <C>
Collective Trust Fund
---------------------
* COLTV SHORT TERM INVT FD 2,543,849 $ 2,543,849 2,543,849
------------ ------------
Total collective trust funds 2,543,849 2,543,849
------------ ------------
$160,957,608 191,643,691
============ ------------
Loans to Participants
---------------------
PARTICIPANT LOANS, interest rates 7.0% - 12.5% 4,642,553
------------
Total loans to participants 4,642,553
------------
Total assets $196,286,244
============
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
13 (Continued)
<PAGE>
Schedule 2
EMPLOYEES' THRIFT PLAN OF
TRIGON INSURANCE COMPANY
Schedule of Reportable Transactions
Year ended December 31, 1999 (a) (b)
<TABLE>
<CAPTION>
Expense Current value
incurred of asset on Net
Identity of Purchase Selling Lease with Cost of transaction gain
party involved Description of asset price price rental transaction asset date (loss)
-------------- -------------------- -------- ------- ------ ----------- ------- ------------- ------
<S> <C>
* Trigon Stock Fund Trigon Healthcare, Inc.
common stock, 38 purchases $7,986,676 -- -- 12,119 7,986,676 7,986,676 --
* Trigon Stock Fund Trigon Healthcare, Inc.
common stock, 21 sales -- 4,465,848 -- 4,411 3,564,387 4,465,848 901,461
</TABLE>
* Party-in-interest
(a) Represents transaction or a series of transactions in securities of the same
issue in excess of 5% of the plan market value as of December 31, 1998.
(b) Includes participant and nonparticipant-directed transactions.
See accompanying independent auditors' report.
14
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Employees' Thrift Plan of Trigon Insurance Company Administrative Committee has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
EMPLOYEES' THRIFT PLAN OF TRIGON INSURANCE COMPANY
By: /s/ R. Scott Cave
--------------------------------------
R. Scott Cave
Administrative Committee Member
Date: June 26, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 -- Consent of Independent Auditors.
