SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Acordia, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
004929 10 5
____________________________________
(CUSIP Number)
Michael C. Koetters
Anthem Insurance Companies, Inc.
120 Monument Circle
Indianapolis, IN 46204-4903
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 20, 1997
____________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 cover page.
The information required on the remainder of this cover page shall not be deemed
to be "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).
Page 1 of 4
<PAGE>
CUSIP NO. 004929 10 5
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Reporting Person
Anthem Insurance Companies, Inc.
35-0781558
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _____
(b) _____
(3) SEC Use Only _____________________________________________________________
(4) Source of Funds (See Instructions) WC (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or (e) _____
(6) Citizenship or Place of Organization Indiana
Number of (7) Sole Voting Power 8,693,056
Shares Beneficially (8) Shared Voting Power -0-
Owned by Each (9) Sole Dispositive Power 8,693,056
Reporting Person (10) Shared Dispositive Power -0-
With
(11) Aggregate Amount Beneficially Owned by each Reporting Person 8,693,056
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) _____
(13) Percent of Class Represented by Amount in Row (11) 66.8%
(14) Type of Reporting Person (See Instructions) IC
Page 2 of 4
<PAGE>
Item 4. Purpose of Transaction.
On February 6, 1997, Acordia announced that Anthem had informed
Acordia's Board of Directors that it is undertaking a strategic
review, which includes an analysis of its business relationship with
and its investment in Acordia. Anthem has retained Credit Suisse First
Boston to assist it in this analysis. No decision has as yet been made
by Anthem as to what, if any, changes should be made with respect to
its business relationship with and investment in Acordia. As part of
this process, Anthem has asked Credit Suisse First Boston to explore
the possible sale of Acordia's property and casualty brokerage
business and the possible reorganization of Acordia's health business.
Further information is incorporated by reference to the press release
of Acordia, Inc. dated February 6, 1997 attached as Exhibit 99 to
Amendment No. 1 to Anthem's Schedule 13D filed February 7, 1997.
On May 20, 1997, Acordia, Inc. and Anthem announced that, in
furtherance of the review of their current business and financial
relationship previously announced on February 6, 1997, they are in
discussions with regard to a possible reorganization of Acordia's
health business which could include an acquisition by Anthem of the
publicly owned shares of Acordia not currently owned by Anthem. Anthem
further announced that it is in discussions with a third party with
regard to a possible sale of Acordia's brokerage business. There is no
assurance that these discussions will result in a transaction or, if
so, as to the terms or timing of any such transaction. A copy of the
press release dated May 20, 1997 is attached hereto as Exhibit 99.
Item 7. Materials to be filed as Exhibits.
Exhibit 99 Press Release of Acordia, Inc. and Anthem Insurance
Companies, Inc. dated May 20, 1997.
SIGNATURE
After reasonable 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.
/s/ Patrick M. Sheridan
_____________________________________________
Patrick M. Sheridan, Executive Vice President
and Chief Financial Officer
Dated: May 20, 1997
Page 3 of 4
NEWS RELEASE
Acordia, Inc.
120 Monument Circle
Indianapolis, IN 46204
ACORDIA AND ANTHEM UPDATE PREVIOUSLY ANNOUNCED
STRATEGIC REVIEW
FOR IMMEDIATE RELEASE - May 20, 1997
INDIANAPOLIS--Acordia, Inc. (NYSE: ACO) and Anthem Insurance Companies, Inc.
announced today that in furtherance of the previously announced review of their
current business and financial relationship, they are in discussions with regard
to a possible reorganization of Acordia's health business, which could include
an acquisition by Anthem of the publicly owned shares of Acordia not currently
owned by Anthem. Anthem further announced that it is in discussions with a third
party with regard to a possible sale of Acordia's brokerage business. 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.
As of May 1, 1997, Anthem owned approximately 67% of Acordia's outstanding
common stock.
####
For inquiries, contact:
Keith Maib
Executive Vice President & Chief Financial Officer
Acordia, Inc.
317-488-6561
Don Stengele
Director, Corporate Communications
Anthem, Inc.
317-488-6255
