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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(*)
HEALTH SYSTEMS INTERNATIONAL, INC.
(Name of Issuer)
CLASS A COMMON STOCK $.001 PAR VALUE
(Title of Class of Securities)
1 42194910
(CUSIP Number)
ERIC S. KENTOR, ESQ., EXECUTIVE COUNSEL, HEALTH SYSTEMS INTERNATIONAL, INC.
21600 OXNARD STREET, WOODLAND HILLS, CALIFORNIA 91367, (818) 593-8989
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 27, 1995
(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 [__].
Check the following box if a fee is being paid with this statement [__]. (A fee
is not required only if the reporting 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 less than five percent of such class.
(See Rule 13d-7.)
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
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).
______________________
(*) See instructions before filling out.
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CUSIP Number 1 42194910
1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of above
Persons:
Blue Cross of California, I.R.S. Id. No. 95-3760980
2) Check the Appropriate Box if a Member of a Group
(a) [__]
Blue Cross of California disclaims group status. (b) [X]
3) SEC Use Only: _____________________________________________________________
4) Source of Funds:(*) Not Applicable.
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [__]
Not Applicable.
6) Citizenship or Place of Organization: State of California.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) Sole Voting Power: 0
8) Shared Voting Power: 0
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:(*) [__]
Not Applicable.
13) Percent of Class Represented by Amount in Row (11): 0
14) Type of Reporting Person:(*) CO
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(*) See instructions before filling out.
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the Class A Common
Stock, $.001 par value, of Health Systems International, Inc. ("HSI"). The
principal executive offices of HSI are located at 21600 Oxnard Street,
Woodland Hills, California 91367.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 to Schedule 13D is being filed by Blue Cross of
California, a California nonprofit public benefit corporation ("BCC"). The
business address of BCC is Blue Cross of California, 1555 Oxnard Street,
Woodland Hills, California 91367. BCC currently owns all of the outstanding
shares of Class B Common Stock of WellPoint Health Networks Inc., a Delaware
corporation ("WellPoint"), representing approximately 81.4% of the combined
outstanding shares of Class A and Class B Common Stock of WellPoint, and
approximately 97.6% of the combined voting power of the outstanding stock of
WellPoint. WellPoint and its subsidiaries offer comprehensive managed health
care products and related services to employer groups and individuals, which
business WellPoint and its subsidiaries acquired from BCC pursuant to that
certain Line of Business and Assumption Agreement dated as of February 1, 1993.
The stock of WellPoint is the principal asset of BCC. BCC also retains and
operates certain health benefits and related products and holds the primary
license to use the Blue Cross name and mark throughout the State of
California from the Blue Cross and Blue Shield Association.
BCC has not, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which it would be subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of December 27, 1995, BCC no longer is the beneficial owner of any
shares of HSI Class A Common Stock.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On December 27, 1995 HSI, BCC and WellPoint executed and delivered
definitive documents to terminate the following principal agreements and any
and all related agreements: (i) the Agreement and Plan of Reorganization by
and among BCC, WLP Holdings, Inc., a Delaware corporation and a wholly-owned
subsidiary of BCC, WellPoint and HSI, dated March 31, 1995; (ii) the
Recapitalization Agreement by and among BCC, WellPoint, Western Health
Partnerships, a California nonprofit public benefit corporation and The
Western Foundation for Health Improvement, a California nonprofit public
benefit corporation; (iii) the Alternative Agreement and Plan of
Reorganization by and among WellPoint, WLP Colorado Corporation, a Delaware
corporation and a wholly-owned subsidiary of WellPoint; and (iv) all
Stockholder Agreements among certain holders of HSI Class A Common Stock, BCC
and WellPoint.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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.
Date: May 9, 1996
By: Brian Donnelly s/s
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Name: Brian Donnelly
Title: Senior Vice President
and General Counsel
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