-----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, BNuWwnfcUg+Mpsh4Kj+91Js0qdVxjI8F0oGluGCS28qcQb4TipYXmtCGRl5M8QjB 6nIfZmOkyY/dHmUX+DJQEQ== 0000897069-03-001138.txt : 20030926 0000897069-03-001138.hdr.sgml : 20030926 20030926145032 ACCESSION NUMBER: 0000897069-03-001138 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030924 FILED AS OF DATE: 20030926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIEWERT PENNY J CENTRAL INDEX KEY: 0001195096 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14177 FILM NUMBER: 03912261 BUSINESS ADDRESS: STREET 1: COBALT CORP STREET 2: 401 WEST MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53203 BUSINESS PHONE: 4142265000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COBALT CORP CENTRAL INDEX KEY: 0001062780 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 391931212 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53203-2896 BUSINESS PHONE: 4142266900 MAIL ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 52030-2896 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WISCONSIN SERVICES INC DATE OF NAME CHANGE: 19981112 4 1 sie21.xml X0201 4 2003-09-24 1 0001062780 COBALT CORP CBZ 0001195096 SIEWERT PENNY J C/O COBALT CORPORATION 401 WEST MICHIGAN STREET MILWAUKEE WI 53203 0 1 0 0 Senior Vice President Common Stock 2003-09-24 4 D 0 7350 0 D 0 D Common Stock 2003-09-24 4 D 0 3000 0 D 0 I By Spouse Common Stock 2003-09-24 4 D 0 5859 0 D 0 I By 401(k) Plan Employee Stock Option (right to buy) 8.5000 2003-09-24 4 D 0 49200 0 D 2011-01-25 Common Stock 49200 0 D Employee Stock Option (right to buy) 4.3125 2003-09-24 4 D 0 102500 0 D 2012-01-02 Common Stock 102500 0 D Employee Stock Option (right to buy) 8.2000 2003-09-24 4 D 0 110000 0 D 2014-03-24 Common Stock 110000 0 D Employee Stock Option (right to buy) 14.1000 2003-09-24 4 D 0 25000 0 D 2014-12-31 Common Stock 25000 0 D Employee Stock Option (right to buy) 11.6000 2003-09-24 4 D 0 21456 0 D 2009-01-01 Common Stock 21456 0 D Employee Stock Option (right to buy) 11.7200 2003-09-24 4 D 0 55217 0 D 2010-01-01 Common Stock 55217 0 D Employee Stock Option (right to buy) 7.1875 2003-09-24 4 D 0 35000 0 D 2010-09-27 Common Stock 35000 0 D Disposed of pursuant to the merger agreement between issuer and WellPoint Health Networks Inc. (WellPoint) whereby each share of issuer common stock was canceled and replaced with the right to receive 0.1233 share of WellPoint common stock and $10.25 in cash. On September 24, 2003, the effective date of the merger, the closing price of WellPoint common stock was $76.30 per share. Shares of common stock held in the reporting person's 401(k) plan as of September 24, 2003. Grant to reporting person of option to buy shares of issuer common stock under the Cobalt Corporation Equity Incentive Plan. The option vested and became immediately exercisable at the effective time of the merger. The Form 4 filed on January 6, 2003 mistakenly reported the expiration date of this option as 12/31/2015. The correct expiration date is 12/31/2014. This option was converted into an option to purchase 0.2466 shares of WellPoint common stock (rounded down to the nearest whole share) for each share of issuer common stock subject to the original option. Such new option is otherwise subject to the same terms and conditions as the original option, except that the exercise price per share of WellPoint common stock is equal to the exercise price per share of issuer common stock under the original option divided by 0.2466 (rounded up to the nearest whole cent). By: Peter C. Underwood, Attorney-In-Fact 2003-09-25 EX-24 3 siewertpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephen E. Bablitch and Peter C. Underwood of Foley & Lardner, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 5% shareholder of Cobalt Corporation (the "Company"), any and all forms, applications and other documents as may be necessary or advisable for the undersigned to file under the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G in accordance with Section 16(a) and Section 13(d), respectively of the Exchange Act (collectively, "Documents"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of May, 2002. /s/ Penny Siewert --------------------------------------- Penny Siewert -----END PRIVACY-ENHANCED MESSAGE-----