-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q7iWCx66XhLdrdWr8bIlUZUfIQOCBUsZHCwKEaFahV8pDlMf0wh+slGCocbEp6gd LTuT7nygd5ntL20ZrWchKA== 0001013220-04-000105.txt : 20041203 0001013220-04-000105.hdr.sgml : 20041203 20041203105035 ACCESSION NUMBER: 0001013220-04-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WELLPOINT HEALTH NETWORKS INC /DE/ CENTRAL INDEX KEY: 0001013220 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954635504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 WELLPOINT WAY CITY: THOUSAND OAKS STATE: CA ZIP: 91362 BUSINESS PHONE: 8187034000 MAIL ADDRESS: STREET 1: 1 WELLOINT WAY CITY: THOUSAND OAKS STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: BLUE CROSS OF CALIFORNIA /CA/ DATE OF NAME CHANGE: 19960508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDERS ELIZABETH A CENTRAL INDEX KEY: 0001015808 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13083 FILM NUMBER: 041182287 BUSINESS ADDRESS: STREET 1: 9341 COURTLAND DR CITY: ROCKFORD STATE: MI ZIP: 49351 BUSINESS PHONE: 6168665500 MAIL ADDRESS: STREET 1: 9341 COURTLAND DR CITY: ROCKFORD STATE: MI ZIP: 49351 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-30 1 0001013220 WELLPOINT HEALTH NETWORKS INC /DE/ WLP:NYSE 0001015808 SANDERS ELIZABETH A 1 WELLPOINT WAY THOUSAND OAKS CA 91362 1 0 0 0 Common Stock 2004-11-30 4 D 0 30888 D 0 D Deferred Stock Units 0 2004-11-30 4 D 0 3200 0 D Common Stock 3200 0 D Stock Option (right to buy) 63.50 2004-11-30 4 D 0 4000 0 D 2005-02-07 2012-02-06 Common Stock 4000 30612 D Stock Option (right to buy) 68.33 2004-11-30 4 D 0 4000 0 D 2006-02-05 2013-02-05 Common Stock 4000 26612 D Stock Option (right to buy) 98.18 2004-11-30 4 D 0 3144 0 D 2011-02-01 Common Stock 3144 23468 D Stock Option (right to buy) 98.18 2004-11-30 4 D 0 4454 0 D 2013-02-05 Common Stock 4454 19014 D Stock Option (right to buy) 98.18 2004-11-30 4 D 0 4139 0 D 2012-02-07 Common Stock 4139 14875 D Stock Option (right to buy) 98.18 2004-11-30 4 D 0 1965 0 D 2011-01-31 Common Stock 1965 12910 D Stock Option (right to buy) 98.18 2004-11-30 4 D 0 2171 0 D 2009-06-29 Common Stock 2171 10739 D Stock Option (right to buy) 101.75 2004-11-30 4 D 0 4000 0 D 2007-01-26 2014-01-26 Common Stock 4000 6739 D Stock Option (right to buy) 108.77 2004-11-30 4 D 0 1160 0 D 2009-03-01 Common Stock 1160 5579 D Stock Option (right to buy) 108.77 2004-11-30 4 D 0 114 0 D 2008-06-30 Common Stock 114 5465 D Stock Option (right to buy) 108.77 2004-11-30 4 D 0 4208 0 D 2009-06-29 Common Stock 4208 1257 D Stock Option (right to buy) 108.77 2004-11-30 4 D 0 1257 0 D 2010-02-10 Common Stock 1257 0 D Disposed of pursuant to an Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for the right to receive on a deferred basis shares of Anthem, Inc. common stock in accordance with the same exchange ratio in effect for the assumption of stock options under such Agreement and Plan of Merger. Each deferred stock unit represents the right to receive, on a deferred basis, one share of Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. The deferred stock units will be issued in five equal annual installments beginning January 2, 2005. The deferred stock units have no specified expiration date. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc., Anthem Holding Corp. in connection with the assumptions of such option by Anthem, Inc. and its resulting conversion into an option to acquire shares of Anthem, Inc. common stock at an adjusted exercise price per share, all in accordance with the option exchange ratio set forth in such Agreement and Plan of Merger. The options are fully vested as of the Transaction Date. /s/ Monica M. Chizzo - Attorney-in-fact 2004-12-03 -----END PRIVACY-ENHANCED MESSAGE-----