-----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, P9yKIZR/zVkNxK20mYpal3RzxU/jtJg8UzdS+DjL30G5K3MtloZcJoyP06jC9RnV 6xEFhho9NOMPyhN19fiVEg== 0001013220-04-000107.txt : 20041203 0001013220-04-000107.hdr.sgml : 20041203 20041203122702 ACCESSION NUMBER: 0001013220-04-000107 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: GEISER THOMAS C CENTRAL INDEX KEY: 0001243415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13083 FILM NUMBER: 041182672 BUSINESS ADDRESS: STREET 1: C/O WELLPOINT HEALTH NETWORKS STREET 2: 1 WELLPOINT WAY CITY: THOUSAND OAKS STATE: CA ZIP: 91362 BUSINESS PHONE: 8055576119 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-11-30 1 0001013220 WELLPOINT HEALTH NETWORKS INC /DE/ WLP:NYSE 0001243415 GEISER THOMAS C 1 WELLPOINT WAY THOUSAND OAKS CA 91362 0 1 0 0 EVP, General Counsel & Secreta Common Stock 2004-11-30 4 D 0 529 D 47975 I 401(k) Common Stock 2004-11-30 4 D 0 47975 D 0 D Deferred Comp Stock Units 0 2004-11-30 4 D 0 2590 0 D Common Stock 2590 10997 D Deferred Comp Stock Units 0 2004-11-30 4 D 0 397 0 D Common Stock 397 10600 D Deferred Comp Stock Units 0 2004-11-30 4 D 0 10600 0 D Common Stock 10600 0 D Employee Stock Option (right to buy) 16.6515 2004-11-30 4 D 0 50000 0 D 2007-02-09 Common Stock 50000 663402 D Employee Stock Option (right to buy) 19.8375 2004-11-30 4 D 0 2 0 D 2005-01-04 Common Stock 2 663400 D Employee Stock Option (right to buy) 28.0625 2004-11-30 4 D 0 48000 0 D 2008-02-11 Common Stock 48000 615400 D Employee Stock Option (right to buy) 34.1875 2004-11-30 4 D 0 90000 0 D 2010-02-10 Common Stock 90000 525400 D Employee Stock Option (right to buy) 35.44 2004-11-30 4 D 0 78000 0 D 2009-02-10 Common Stock 78000 447400 D Employee Stock Option (right to buy) 43.30 2004-11-30 4 D 0 48000 0 D 2011-06-03 Common Stock 48000 399400 D Employee Stock Option (right to buy) 48.235 2004-11-30 4 D 0 92400 0 D 2011-01-31 Common Stock 92400 307000 D Employee Stock Option (right to buy) 63.50 2004-11-30 4 D 0 108000 0 D 2012-02-06 Common Stock 108000 199000 D Employee Stock Option (right to buy) 68.33 2004-11-30 4 D 0 115000 0 D 2013-02-04 Common Stock 115000 84000 D Employee Stock Option (right to buy) 101.75 2004-11-30 4 D 0 84000 0 D 2014-01-25 Common Stock 84000 0 D Disposed of pursuant to the 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 one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock subject to the deferred stock units. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, either one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan or the cash equivalent thereof upon the expiration of the deferral period. Each of the deferred stock units is currently vested. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. Each of the deferred stock units will vest on March 15, 2005, subject to acceleration in the event the reporting person should terminate employment with the Issuer under certain prescribed circumstances. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. Each of the deferred stock units will vest in three successive equal annual installments, beginning January 26, 2005, subject to acceleration in the event the reporting person should terminate employment with the Issuer under certain prescribed circumstances. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp in connection with the assumption 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. The options are vested as of the Transaction Date with respect to 90,000 shares and will vest as to the remaining 18,000 shares on February 7, 2005. The options are vested as of the Transaction Date with respect to 57,501 shares and will vest as to the remaining 57,499 in three equal installments on February 5, 2005, August 5, 2005 and February 5, 2006. The options are vested as of the Transaction Date with respect to 14,000 shares and will vest as to the remaining 70,000 shares in five equal installments on January 26, 2005, July 26, 2005, January 26, 2006, July 26, 2006 and January 26, 2007. Monica M. Chizzo - Attorney-in-fact 2004-12-03 -----END PRIVACY-ENHANCED MESSAGE-----