SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WellPoint Health Networks Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class and Securities)
94973G100
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(CUSIP Number of Class of Securities)
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7).
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to by "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SEC 1745 (10-88)
(Continued on following page(s))
CUSIP No. 94973G100 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 38,544 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
430,419 shares (shared)
--------------------------------
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 38,544 shares
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: 430,419 shares (Shared)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
468,963 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 94973G100 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
- -------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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The face pages and the following Items are hereby amended:
Item 4. Ownership:
(a). Amount Beneficially Owned:
468,963 shares
(b). Percent of Class:
2.4 %
Above percentage is based on 19,500,000 shares of
Class A Common Stock outstanding at 12/31/95, as
reported by the Issuer.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
38,544 shares
(ii). shared or no power to vote or to direct the
vote:
Shared - 430,419 shares.
Securities owned by Longleaf Partners Fund,
a series of Longleaf Partners Funds Trust,
an open-end management investment company
registered under the Investment Company Act
of 1940.
(iii). sole power to dispose or to direct the
disposition of:
38,544 shares
(iv). shared or no power to dispose or to direct
the disposition of:
Shared - 430,419 shares
Securities owned by Longleaf Partners Fund,
a series of Longleaf Partners Funds Trust,
an open-end management investment company
registered under the Investment Company Act
of 1940.
Item 5. Ownership of Five Percent or Less of a Class: This
Amendment No. 1 is being filed to report the ownership of
5% or less of the class of Securities.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: July 5, 1996
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
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Charles D. Reaves
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 5th day of July, 1996.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
------------------------------
Charles D. Reaves
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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