<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------
ACORDIA, INC.
(NAME OF SUBJECT COMPANY)
AICI ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
ANTHEM INSURANCE COMPANIES, INC.
(BIDDERS)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
004929 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
PATRICK M. SHERIDAN
AICI ACQUISITION CORP.
ANTHEM INSURANCE COMPANIES, INC.
120 MONUMENT CIRCLE
INDIANAPOLIS, INDIANA 46204
TELEPHONE: (317) 488-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
------------------------
COPY TO:
JAMES H. GROSS, ESQ.
VORYS, SATER, SEYMOUR AND PEASE
P.O. BOX 1008, 52 EAST GAY STREET
COLUMBUS, OH 43216
TELEPHONE: (614) 464-6400
================================================================================
<PAGE> 2
Anthem Insurance Companies, Inc. and its wholly-owned subsidiary, AICI
Acquisition Corp., hereby amend and supplement their combined Tender Offer
Statement on Schedule 14D-1 (the "Statement"), originally filed on June 6, 1997,
with respect to an offer to purchase all outstanding shares of Common Stock, par
value $1.00 per share of Acordia, Inc., a Delaware corporation, as set forth in
the Statement. Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated June 6, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Summary Advertisement, dated June 6, 1997.
(a)(8) Text of Press Release, dated June 2, 1997, issued by the Purchaser.
(a)(9) Notice regarding the Acordia, Inc. Producers Deferred Compensation
& Equity Plan.
(a)(10) Notice regarding the Anthem, Acordia and ABI 401(k) Plans.
(a)(11) Letter dated June 17, 1997 from Frank C. Witthun, President and
CEO of the Company, and L. Ben Lytle, Chairman of the Board of Directors of the
Company, to all restricted stock participants.
(a)(12) Letter dated June 17, 1997 from Frank C. Witthun, President and
CEO of the Company, and L. Ben Lytle, Chairman of the Board of Directors of the
Company, to the restricted stock participants under the Producer Deferred
Compensation and Equity Plan.
(a)(13) Letter from Frank C. Witthun, President and CEO of the Company,
and L. Ben Lytle, Chairman of the Board of Directors of the Company to each
stock optionholder of the Company with an attached list of questions and answers
regarding the stock options issued under the various Company stock compensation
plans.
(a)(14) Form of Stock Option Cancellation Agreement.
*(a)(15) Text of Press Release, dated July 2, 1997, issued by Parent.
(c)(1) Agreement and Plan of Merger dated as of June 2, 1997, among the
Company, Parent and the Purchaser.
(c)(2) Anthem Acordia Stock Plan, as amended.
(c)(3) Fairness Opinion of Credit Suisse First Boston Corporation dated
June 2, 1997.
(c)(4) Complaint filed in Crandon Capital Partners v. Acordia, Inc., et.
al. (Del. Ch. June 4, 1997).
(c)(5) Complaint filed in Sherry Levinson v. Acordia, Inc., et. al., and
Anthem Insurance Companies, Inc. (Del. Ch. June 4, 1997).
(d) None.
(e) Not applicable.
(f) None.
- ------------------
* Material filed herewith.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: July 2, 1997
AICI ACQUISITION CORP.
By: /s/ PATRICK M. SHERIDAN
------------------------------------
Name: Patrick M. Sheridan
Title: Treasurer
ANTHEM INSURANCE COMPANIES, INC.
By: /s/ PATRICK M. SHERIDAN
------------------------------------
Name: Patrick M. Sheridan
Title: Executive Vice President
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
- ------- ------------------------------------------------------------------------- ------
<S> <C> <C>
(a)(1) Offer to Purchase, dated June 6, 1997. ..................................
(a)(2) Letter of Transmittal. ..................................................
(a)(3) Notice of Guaranteed Delivery. ..........................................
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. ...............................................................
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. ...........................................
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. ....................................................
(a)(7) Form of Summary Advertisement, dated June 6, 1997. ......................
(a)(8) Text of Press Release, dated June 2, 1997, issued by the Purchaser. .....
(a)(9) Notice regarding the Acordia, Inc. Producers Deferred Compensation &
Equity Plan. ............................................................
(a)(10) Notice regarding the Anthem, Acordia and ABI 401(k) Plans. ..............
(a)(11) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of the
Company, to all restricted stock participants. ..........................
(a)(12) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of the
Company, to the restricted stock participants under the Producer Deferred
Compensation and Equity Plan. ...........................................
(a)(13) Letter from Frank C. Witthun, President and CEO of the Company, and L.
Ben Lytle, Chairman of the Board of Directors of the Company to each
stock optionholder of the Company with an attached list of questions and
answers regarding the stock options issued under the various Company
stock compensation plans. ...............................................
(a)(14) Form of Stock Option Cancellation Agreement. ............................
*(a)(15) Text of Press Release, dated July 2, 1997, issued by Parent. ............
(c)(1) Agreement and Plan of Merger dated as of June 2, 1997, among the Company,
Parent and the Purchaser. ...............................................
(c)(2) Anthem Acordia Stock Plan, as amended. ..................................
(c)(3) Fairness Opinion of Credit Suisse First Boston Corporation
dated June 2, 1997. .....................................................
(c)(4) Complaint filed in Crandon Capital Partners v. Acordia, Inc., et al.
(Del. Ch. June 4, 1997)..................................................
(c)(5) Complaint filed in Sherry Levinson v. Acordia, Inc., et. al., and Anthem
Insurance Companies, Inc. (Del. Ch. June 4, 1997). ......................
(d) None. ...................................................................
(e) Not applicable. .........................................................
(f) None. ...................................................................
</TABLE>
- ------------------
* Material filed herewith.
<PAGE> 1
EXHIBIT (a)(15)
ANTHEM ANNOUNCES EXTENDED OFFER FOR ACORDIA
INDIANAPOLIS -- Anthem Insurance Companies, Inc. announced today that
it is continuing its discussions with a third party financial buyer with regard
to a possible sale of the brokerage operations of Acordia, Inc. (NYSE:ACO). The
prospective buyer's original indication of interest was $335 million, subject to
various assumptions and to other contingencies. However, the parties continue to
have significant differences regarding the terms of a transaction, including the
purchase price. There can be no assurance that these discussions will result in
any transaction or, if so, as to the terms or timing of any such transaction.
However, based on discussions to date, it is likely that the purchase price in
any such transaction would be less than the original indication of interest.
Anthem also announced that today it notified the depository for its $40
per share cash tender offer for all outstanding shares of Common Stock of
Acordia, Inc. that the offer was extended until Midnight, New York City Time, on
Wednesday, July 9, 1997. Anthem said that as of Tuesday, July 1, 1997, it had
received tenders of approximately 829,000 shares of Common Stock of Acordia,
Inc.
Anthem is an Indiana-domiciled FORTUNE 500 mutual insurance company
providing health care management and insurance products and services to millions
of Americans. As a mutual insurance company, Anthem is owned by its
policyholders. Anthem, which is based in Indianapolis, is the Blue Cross and
Blue Shield licensee for Indiana, Kentucky and Ohio.
