Filed by: Anthem, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Trigon Healthcare, Inc.
Subject Companies Exchange Act ID: 1-12617
On April 29, 2002, Anthem, Inc. and Trigon Healthcare, Inc. announced
their proposed merger. The following is a transcript of the joint press release
issued on April 29, 2002:
News Release Anthem, Inc.
120 Monument Circle
Indianapolis, IN 46204
Tel 317 488-6390
Fax 317 488-6460
[ANTHEM GRAPHIC]
Anthem, Inc. to Acquire Trigon Healthcare, Inc.
Both Companies Report Stronger than Expected First Quarter Earnings and
Increase 2002 Expectations
Anthem Reports First Quarter 2002 EPS up 45%, to $0.93
Trigon Reports First Quarter 2002 EPS up 19%, to $1.14
Indianapolis, IN and Richmond, VA - April 29, 2002 - Anthem, Inc. (NYSE: ATH)
and Trigon Healthcare, Inc. (NYSE: TGH) today jointly announced that they have
entered into a definitive merger agreement. Under the agreement, Trigon's
shareholders will receive $30.00 in cash and 1.062 shares of Anthem common stock
per Trigon share. The value of the transaction is approximately $4.0 billion
based on the closing price of Anthem stock on April 26, 2002, and is expected to
close in 3 to 6 months, subject to customary regulatory and shareholder
approvals.
Larry Glasscock, president and chief executive officer of Anthem, commented "The
merger unites two excellent organizations and extends Anthem's presence into a
very important new Southeast region. Together we are well positioned to create
significant shareholder value. The addition of Trigon's approximately 2.2
million members and 35% market share in Virginia solidifies Anthem as a top-tier
health benefits industry leader. By leveraging best practices from both
organizations and extending our geographic reach, we expect to achieve further
economies of scale that will enable us to continue to grow profitably." Virginia
is the 12th most populous state in the United States, with population growth of
about 3% annually.
"Anthem is an ideal partner for us because both of our companies have a common
strategic focus on delivering the highest value to our customers in a rich Blue
Cross and Blue Shield tradition. Working together we expect to expand our future
opportunities and capture new efficiencies, particularly as investment
requirements for new technologies accelerate in the future. This merger also
creates additional opportunities for our employees, while maintaining our
presence in Richmond," noted Tom Snead, Trigon's chairman and chief executive
officer.
"Anthem and Trigon will enjoy a compelling strategic fit, with complementary
cultures and values that focus on quality and place customers first. We are very
excited to have the opportunity to work with Trigon's strong management team,
and leverage our combined operating expertise," said Glasscock.
After the closing, Anthem's board of directors will include three members of
Trigon's Board. Tom Snead will lead Anthem's new region from Trigon's current
facility in Richmond.
This combination is expected to be neutral to Anthem's 2003 earnings per share
and accretive thereafter, as operational synergies are achieved. At least $40
million pre-tax synergies are expected to be realized in 2003 and approximately
$75 million pre-tax synergies are expected to be fully realized on an annual
basis by 2004.
1
"We expect to continue our strong earnings growth and create additional
shareholder value through the realization of operating efficiencies from
technology, investment management, redundant non-customer-touch supporting
services, and further penetration of our Specialty products," said Glasscock.
Snead added, "Anthem's proven track record of quickly and successfully
integrating acquisitions gives us great confidence that it will be a seamless
transition for our customers, employees, and shareholders."
The combined operations will have over 10 million medical members. Had this
transaction occurred on January 1, 2001, assets of nearly $9 billion, operating
revenues of $13 billion, net income of $458 million and operating cash flow of
$899 million would have been reported on a combined basis for the year ending
December 31, 2001. Excluding realized gains and losses and other non-recurring
items, combined net income would have been $467 million.
--------------------------------------------------------------------------------
TRIGON'S EARNINGS
Trigon reported earnings per share of $1.14 in the first quarter of 2002, an
increase of 19% compared with the first quarter of 2001, excluding realized
gains and losses and on a FAS 142 comparable basis. Trigon also increased
earnings expectations for the full year 2002 from the $4.73 to $4.78 range, to
$4.83 to $4.88 per share, excluding realized gains and losses, and maintained
long-term guidance for earnings per share growth of at least 15% annually.
Additional detail on Trigon's earnings is available in a press release
distributed by Trigon simultaneously with Anthem's and can be accessed on their
website, www.trigon.com.
ANTHEM'S EARNINGS
Anthem's net income increased 41%, to $99.8 million, or $0.95 per share,
compared with net income of $70.6 million, or $0.68 per share, for the first
quarter of 2001. Excluding net realized gains and non-recurring items in both
periods, and on a FAS 142 comparable basis, earnings per share increased 45%, to
$0.93 per share, compared with $0.64 per share in the first quarter of 2001.
"We are very pleased to report another strong quarter of record performance for
Anthem. Anthem's earnings momentum is a direct result of our disciplined pricing
strategies, profitable enrollment growth, and ability to provide our customers
with quality service," said Glasscock.
ANTHEM'S CONSOLIDATED HIGHLIGHTS
o Operating revenue increased 10% to $2.7 billion, compared with the first
quarter of 2001. The increase was primarily attributable to disciplined
pricing and business expansion in each of the operating segments, with
the Midwest contributing most significantly to the improvement.
o Medical membership exceeded 8 million members at March 31, 2002,
representing 7% same store growth compared with the first quarter of
2001. The growth was primarily due to the strength of National Accounts
and Individual businesses. Membership increased 4% compared with December
31, 2001, primarily due to growth in National Accounts.
o Operating gain increased by 78%, compared with the first quarter of 2001.
All operating segments contributed to the strong earnings growth,
particularly the East segment, which improved by nearly $20 million.
2
o The strength in operating gain resulted in a 3.9% operating margin, a 150
basis point improvement over the first quarter of 2001.
o Commercial premium yields increased about 15%, while commercial medical
costs increased approximately 13% during the 12-month period ended March
31, 2002. Medical costs continue to be driven by increased pharmacy costs
and outpatient service utilization.
o The administrative expense ratio improved 160 basis points, to 18.4%,
compared with 20.0% in the same period of 2001. The improvement reflected
operating revenue growth at a faster pace than administrative expenses,
particularly in the Midwest segment. Administrative expenses were
essentially flat compared with the first quarter of 2001 as a result of
the sale of the TRICARE business and continued cost containment
initiatives.
o The benefit expense ratio improved 70 basis points, to 84.5%, compared
with the first quarter of 2001. The improvement was primarily due to the
absence of our TRICARE business, which was sold in May of 2001. On a same
book of business basis, the benefit expense ratio was essentially flat
with the prior year. Days in claims payable were 64.2 at March 31, 2002,
within our historical range of 63 to 65 days.
o Operating cash flow was $183.3 million, well ahead of $99.8 million in
net income.
OPERATING SEGMENT HIGHLIGHTS
Midwest Segment Highlights
The Midwest segment is comprised of health benefit and related business for
members in Indiana, Kentucky and Ohio.
----------------------------------------------------------------
Three Months Ended
($ in Millions) March 31
-----------------------------------
2002 2001 Change
---- ---- ------
Operating Revenue $1,451.8 $1,219.9 19%
Operating Gain $54.1 $42.8 26%
Operating Margin 3.7% 3.5% 20 bp
Membership (in 000s) 5,070 4,760 7%
----------------------------------------------------------------
o Operating revenue grew 19% compared with the first quarter of 2001. This
growth was primarily due to disciplined pricing and a slight change in
customer mix in favor of fully insured Local Large Group membership, and
strong service levels that resulted in increased retention.
o Operating gain increased by 26% compared with the same period in 2001, as
operating revenue, particularly Local Large Group business, accelerated
at a significantly faster pace than administrative expenses.
o Medical membership increased 7% compared with March 31, 2001 and 4% since
December 2001. The growth in both periods was primarily attributable to
enrollment gains in National and Individual business units.
-3-
East Segment Highlights
The East segment is comprised of health benefit and related business for members
in Connecticut, New Hampshire and Maine.
---------------------------------------------------------------
Three Months Ended
($ in Millions) March 31
----------------------------------
2002 2001 Change
Operating Revenue $985.3 $874.9 13%
Operating Gain $42.2 $22.6 87%
Operating Margin 4.3% 2.6% 170 bp
Membership (in 000s) 2,292 2,186 5%
---------------------------------------------------------------
o Operating revenue increased 13% compared with the first quarter of 2001,
primarily due to disciplined pricing in the Local Large and Small Group
businesses and solid retention rates across all customer segments.
o Operating gain was $42.2 million, an 87% improvement compared with first
quarter of 2001, as operating margin improved 170 basis points, to 4.3%.
This growth was primarily driven by improved underwriting margins,
particularly in New Hampshire and Maine, and operational efficiencies
from continued integration activities.
o Medical membership increased by 5% compared with March 31, 2001 and 1%
compared with December 2001, primarily due to growth in National Accounts
for both periods.
West Segment Highlights
The West segment is comprised of health benefit and related business for members
in Colorado and Nevada.
--------------------------------------------------------------
Three Months Ended
($ in Millions) March 31
---------------------------------
2002 2001 Change
Operating Revenue $221.2 $176.5 25%
Operating Gain $7.5 $0.2 -
Operating Margin 3.4% 0.1% 330 bp
Membership (in 000s) 809 662 22%
--------------------------------------------------------------
o Operating revenue increased 25% compared with the first quarter of 2001,
despite the loss of revenues associated with the exit from Medicare +
Choice business as of December 31, 2001. There were approximately 10
thousand Medicare + Choice members enrolled at March 31, 2001. The
increase in revenue was primarily related to disciplined pricing across
all products and membership increases in the Local Large Group business.
o Operating gain was $7.5 million compared with $0.2 million in first
quarter of 2001, as the operating margin improved 330 basis points to
3.4%. This improvement was primarily driven by stronger underwriting
results in all lines of business, while fixed costs were leveraged over a
larger membership base.
4
o Medical membership increased 22% compared with March 31, 2001 and 5%
compared with December 31, 2001. This growth was attributed to all lines
of on-going business, led by National, particularly BlueCard, and Local
Large Group in both periods.
Specialty Segment Highlights
The Specialty segment includes pharmacy benefit management, group life, dental,
and vision operations of the company.
-------------------------------------------------------------
Three Months Ended
($ in Millions) March 31
--------------------------------
2002 2001 Change
Operating Revenue $120.1 $89.1 35%
Operating Gain $12.4 $7.5 65%
Operating Margin 10.3% 8.4% 190 bp
-------------------------------------------------------------
o Operating revenue increased 35%, compared with the first quarter of 2001,
primarily due to a 31% increase in mail order volume at Anthem
Prescription Management (APM). The majority of this growth relates to the
introduction of APM into our three most recent acquisitions, and was
complimented by continued organic growth. APM began its penetration into
New Hampshire in September of 2000, and was introduced in Colorado,
Nevada, and Maine in the second quarter of 2001.
o Operating gain was $12.4 million, a 65% increase from the first quarter
of 2001. Operating margin improved 190 basis points to 10.3%, also
primarily driven by the increased mail order volume at APM. These
operational improvements were achieved while incurring modest start-up
costs associated with new product lines.
Other Segment Highlights
The Other segment includes AdminaStar Federal, a subsidiary that administers
Medicare programs, and Anthem Alliance, a subsidiary that provided health
benefits and administration for retired military enrollees and their dependents
under the TRICARE program, until it was sold on May 31, 2001. The segment also
includes intersegment revenue and expense eliminations and corporate expenses
not allocated to operating segments.
------------------------------------------------------------
Three Months Ended
($ in Millions) March 31
-------------------------------
2002 2001 Change
Operating Loss $(9.6) $(13.2) 27%
------------------------------------------------------------
o Operating loss was lower than the first quarter of 2001, primarily due to
favorable timing differences related to the allocation of technology
related expenses.
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ANTHEM'S 2002 EARNINGS OUTLOOK
The company increased expectations for full year 2002 earnings per share to
$3.85 to $3.95, from $3.65 to $3.75 per share, in light of the strength of
earnings in each segment for the first quarter and success to date in capturing
price increases while retaining over 90% of renewal business. This reflects a
21% to 25% growth compared with 2001 on a FAS 142 comparable basis. Earnings per
share for the second quarter of 2002 is expected to be in the $0.95 to $1.00
range, representing a 26% to 33% increase over the second quarter of 2001 on a
FAS 142 comparable basis.
--------------------------------------------------------------------------------
Anthem's Basis of Presentation:
1. All earnings per share amounts are on a diluted basis.
2. Same store membership growth excludes 419,000 members associated with the
TRICARE business that was sold in 2001.
3. Earnings per share calculations for the current period were based on
103.3 million basic and 104.8 million diluted shares.
4. The 2001 non-recurring item excluded from net income is the after-tax
impact of demutualization expenses.
5. Operating revenue is defined as premiums plus administrative fees and
other revenue.
6. Operating gain is defined as operating revenue less benefit expense and
administrative expense. Net investment income, net realized gains on
investments, interest expense, amortization of goodwill and other
intangible assets, demutualization expenses, income tax expense, and
minority interest are not included.
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ANTHEM, INC.
MEMBERSHIP SUMMARY
% Change
------------------------
(In Thousands) Mar. 31, Mar. 31, Dec. 31, Mar. 31, Dec. 31,
2002 2001 2001 2001 2001
------------------------------------ ------------------------
Local Large Group ............. 2,792 2,750 2,827 2% (1%)
Small Group ................... 811 790 813 3% --
Individual .................... 730 663 701 10% 4%
National Accounts1 ............ 3,163 2,774 2,903 14% 9%
Medicare + Choice ............. 101 100 97 1% 4%
Federal Employee Program ...... 449 426 423 5% 6%
Medicaid ...................... 125 105 119 19% 5%
------------------------------
Total without TRICARE ......... 8,171 7,608 7,883 7% 4%
TRICARE2 ...................... -- 419 -- (100%) --
------------------------------
Total with TRICARE ............ 8,171 8,027 7,883 2% 4%
==============================
Funding Arrangement
Self-Funded 4,294 3,914 4,052 10% 6%
Fully Insured 3,877 3,694 3,831 5% 1%
-------------------------------
Total without TRICARE 8,171 7,608 7,883 7% 4%
TRICARE2 -- 419 -- (100%) --
-------------------------------
Total with TRICARE 8,171 8,027 7,883 2% 4%
===============================
---------------------------------------------------------------------------------------------
1 Includes BlueCard members of 1,933 as of March 31, 2002, 1,508 as of
March 31, 2001, and 1,626 as of December 31, 2001.
2 TRICARE operations were sold effective May 31, 2001.
7
Anthem, Inc.
Consolidated Statements of Income
(Unaudited)
($ In Millions, Except Per Share Data) Three Months Ended
March 31,
------------------------------
2002 2001 % Change
--------------------
Operating revenue and premium equivalents $3,793.2 $3,390.1 12%
====================
Premiums $2,529.5 $2,268.9 11%
Administrative fees 201.0 213.0 (6%)
Other revenue 18.1 11.5 57%
--------------------
Total operating revenue 2,748.6 2,493.4 10%
Benefit expense 2,136.4 1,934.1 10%
Administrative expense 505.6 499.4 1%
--------------------
Total operating expense 2,642.0 2,433.5 9%
--------------------
Operating gain 106.6 59.9 78%
Net investment income 60.5 53.9 12%
Net realized gains on investments 3.3 13.2 (75%)
Interest expense 17.6 14.4 22%
Amortization of goodwill and other 3.3 7.7 (57%)
intangible assets demutualization expenses -- 0.6 --
--------------------
Income before income taxes and minority
interest 149.5 104.3 43%
Income taxes 49.2 34.4 43%
Minority interest (credit) 0.5 (0.7) --
--------------------
Net income $99.8 $70.6 41%
====================
Diluted per share data:
Net income $0.95 $0.68 40%
Less: net realized gain on investments
(net of tax) 0.02 0.09 (78%)
Plus: demutualization expenses -- 0.01 --
Plus: FAS 142 amortization (net of tax) -- 0.04 --
--------------------
Adjusted net income per share $0.93 $0.64 45%
====================
Diluted shares (in millions) 104.8 103.8 1%
====================
Benefit expense ratio 84.5% 85.2% (70 bp)
Administrative expense ratio:
Calculated using operating revenue 18.4% 20.0% (160 bp)
Calculated using operating revenue and
premium equivalents 13.3% 14.7% (140 bp)
Operating margin 3.9% 2.4% 150 bp
8
Anthem, Inc.
Consolidated Balance Sheets
--------------------------
($ In Millions) March 31, December 31,
2002 2001
--------------------------
(Unaudited)
Assets
Current assets:
Investments available-for-sale,
at fair value $3,960.9 $4,071.8
Cash and cash equivalents 456.3 406.4
Receivables, net 963.5 790.5
Other current assets 37.5 31.2
-------- --------
Total current assets 5,418.2 5,299.9
Property and equipment 406.6 402.3
Goodwill and other intangible assets 469.0 467.4
Other noncurrent assets 109.2 107.0
-------- --------
Total assets $6,403.0 $6,276.6
======== ========
Liabilities and shareholders' equity
Liabilities
Current liabilities:
Policy liabilities $1,835.2 $1,716.5
Unearned income 328.7 320.6
Accounts payable and accrued expenses 245.8 331.0
Bank overdrafts 360.2 310.7
Income taxes payable 54.1 52.4
Other current liabilities 184.0 231.4
-------- --------
Total current liabilities 3,008.0 2,962.6
Long term debt, less current maturities 818.7 818.0
Retirement benefits 97.3 96.1
Other noncurrent liabilities 353.0 339.9
-------- --------
Total liabilities 4,277.0 4,216.6
Shareholders' equity
Common stock 1.1 1.1
Additional paid in capital 1,960.9 1,960.8
Retained earnings 155.5 55.7
Accumulated other comprehensive income 8.5 42.4
-------- --------
Total shareholders' equity 2,126.0 2,060.0
-------- --------
Total liabilities and shareholders' equity $6,403.0 $6,276.6
======== ========
9
Anthem, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
--------------------------------------
Three Months Ended March 31
($ In Millions) 2002 2001
--------------------------------------
Operating activities
Net income $99.8 $70.6
Adjustments to reconcile net income to net cash
provided by operating activities:
Net realized gains on investments (3.3) (13.2)
Depreciation, amortization and accretion 28.5 30.0
Deferred income taxes 13.6 12.2
Changes in operating assets and liabilities, net of
effect of purchases and divestitures:
Restricted cash and investments -- (46.2)
Receivables (72.6) 39.5
Other assets (6.2) (0.6)
Policy liabilities 118.8 48.7
Unearned income 8.2 85.8
Accounts payable and accrued expenses (85.2) (48.2)
Other liabilities 79.6 (16.5)
Income taxes 2.1 16.5
----------------------------
Net cash provided by continuing operations 183.3 178.6
Net cash used in discontinued operations -- (0.1)
----------------------------
Cash provided by operating activities 183.3 178.5
Investing activities
Purchases of investments (826.2) (979.3)
Sales or maturities of investments 730.3 891.3
Purchase of subsidiaries, net of cash acquired (10.6) --
Proceeds from sale of property and equipment 0.9 0.1
Purchases of property and equipment (27.9) (11.3)
----------------------------
Cash used in investing activities (133.5) (99.2)
Financing activities
Adjustment to payments to eligible statutory members in the
demutualization 0.1 --
----------------------------
Cash provided by financing activities 0.1 --
----------------------------
Change in cash and cash equivalents 49.9 79.3
Cash and cash equivalents at beginning of period 406.4 203.3
----------------------------
Cash and cash equivalents at end of period $456.3 $282.6
============================
10
ABOUT ANTHEM
Anthem, Inc. is an Indiana-domiciled publicly traded company that, through its
subsidiary companies, provides health care benefits and services to more than 8
million members. Anthem is the fifth largest publicly traded health benefits
company in the United States and is the Blue Cross and Blue Shield licensee for
Indiana, Kentucky, Ohio, Connecticut, New Hampshire, Colorado, Nevada and Maine.
As of December 31, 2001, Anthem had assets of $6 billion and operating revenues
of $10 billion. More information about Anthem is available at www.anthem.com.
ABOUT TRIGON
Trigon is Virginia's largest managed health care company, providing a broad
range of health, wellness and health care financing programs and services to
more than 2 million members. As of December 31, 2001, Trigon had assets of $2.6
billion and operating revenues of $2.9 billion. More information about Trigon is
available at www.trigon.com.
CONFERENCE CALL AND WEBCAST
The investment community and general public are invited to participate in a
joint conference call and live webcast that will be held on Monday, April 29,
2002, at 10:00 a.m. Eastern Daylight Time, where management will discuss this
transaction and their respective first quarter earnings results. The conference
call can be accessed by dialing 888-231-7516 (International 913-905-3152). No
pass-code is required. The webcast and presentation slides can be accessed at
Anthem's web site, www.anthem.com or Trigon's web site, www.trigon.com, under
Investor Relations. Please visit the website or dial in at least 10 minutes in
advance. After 10 a.m. Eastern time on April 30th, a replay of the call will
be available for 10 business days by dialing 888-203-1112 (International
719-457-0820), pass-code 335322.
Please note that the previously scheduled conference calls for May 6th and May
8th for Anthem and Trigon have been cancelled due to the distribution of this
release and today's conference call.
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains certain forward-looking information about Anthem,
Trigon and the combined company after completion of the transactions that are
intended to be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical facts. Words
such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)" and
similar expressions are intended to identify forward-looking statements. These
statements include, but are not limited to, financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Such statements are subject to certain
risks and uncertainties, many of which are difficult to predict and generally
beyond the control of Anthem and Trigon, that could cause actual results to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include: those discussed and identified in public filings with the U.S.
Securities and Exchange Commission made by Anthem and Trigon; trends in health
care costs and utilization rates; our ability to secure sufficient premium rate
increases; competitor pricing below market trends of increasing costs; increased
government regulation of health benefits and managed care; significant
acquisitions or divestitures by major competitors; introduction and utilization
of new prescription drugs and technology; a downgrade in our financial strength
ratings; litigation targeted at
11
health benefits companies; our ability to contract with providers consistent
with past practice; our ability to consummate Anthem's acquisition of Trigon, to
achieve expected synergies and operating efficiencies in the Trigon acquisition
and to successfully integrate our operations; our expectations regarding the
timing, completion and accounting and tax treatments of the transactions and the
value of the transaction consideration; and general economic downturns. Readers
are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof. Neither Anthem nor Trigon undertakes any
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures in Anthem's and Trigon's various SEC reports, including
but not limited to Annual Reports on Form 10-K for the year ended December 31,
2001, and the 2002 quarterly Form 10-Q filings.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This news release may be deemed to be solicitation material in respect of the
proposed acquisition of Trigon by Anthem. In connection with the proposed
transaction, a registration statement on Form S-4 and other relevant documents
will be filed by Anthem with the SEC and a proxy statement on Schedule 14A and
other relevant documents will be filed by Trigon with the SEC. Shareholders of
Anthem and Trigon are encouraged to read the registration statement and any
other relevant documents filed with the SEC, including the final joint proxy
statement-prospectus that will be part of the registration statement, because
they will contain important information about the proposed merger. Investors
will be able to obtain the documents for free both on the SEC's web site
(www.sec.gov) and from Anthem and Trigon's respective corporate secretaries.
PARTICIPANTS IN SOLICITATION
Trigon, Anthem, and their directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information concerning the
identity of Anthem's participants in the solicitation and their direct or
indirect interests, by security holdings or otherwise, will be set forth in the
proxy statement-prospectus. Information about the directors and executive
officers of Anthem and their ownership of Anthem common stock is set forth in
the proxy statement for Anthem's 2002 Annual Meeting of Shareholders, which was
filed with the SEC on April 2, 2002. Information concerning Trigon's
participants in the solicitation is set forth in Trigon's Current Report on Form
8-K to be filed with the Commission on April 29, 2002. Additional information
regarding the interests of Anthem's and Trigon's directors and executive
officers in the proposed merger will be included in the final joint proxy
statement-prospectus.
Contacts: Anthem Trigon
------ ------
Investor Relations Investor Relations
Tami Durle, 317-488-6390 Chris Drake, 804-354-3463
tami.durle@anthem.com investors@trigon.com
Media Media
Lauren Green-Caldwell, 317-488-6321 Brooke Taylor, 804-354-3605
lauren.green-caldwell@anthem.com btaylor@trigon.com
12