SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 28, 2002
Anthem, Inc.
(Exact name of registrant as specified in its charter)
STATE OF INDIANA 001-16751 35-2145715
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Anthem, Inc.
120 Monument Circle, Indianapolis, IN 46204
(Address of principal executive offices)
Registrant's telephone number, including area code: (317) 488-6000
N/A
(Former name or former address, if changed since last report)
Items 1 - 4. Not Applicable.
Item 5. Other Events
On April 29, 2002, Anthem, Inc., an Indiana corporation (the
"Company"), announced that it had entered into an Agreement and Plan of Merger,
dated as of April 28, 2002 (the "Merger Agreement"), among the Company, Trigon
Healthcare, Inc., a Virginia corporation ("Trigon"), and AI Sub Acquisition
Corp., an Indiana corporation and wholly owned subsidiary of the Company
("Merger Sub"), pursuant to which Trigon will merge with and into Merger Sub as
the surviving corporation in the merger (the "Merger").
Concurrently with entering into the Merger Agreement, Company and
Trigon entered into a Stock Option Agreement, dated as of April 28, 2002 (the
"Stock Option Agreement), pursuant to which the Company received an option from
Trigon, exercisable under certain circumstances specified in the Stock Option
Agreement, to purchase up to an aggregate of 19.9% of Trigon's outstanding
shares of Class A common stock, par value $0.01 per share ("Trigon Common
Stock"), at the purchase price stated therein.
The Merger Agreement, the Stock Option Agreement and the press release
announcing the transaction are attached as exhibits hereto and are each
incorporated herein by reference. This summary is qualified in its entirety by
reference to the exhibits attached hereto.
Information Concerning Participants in the Solicitation
The Company and certain other persons named below may be deemed
participants in the solicitation of proxies of the Company's shareholders to
approve the issuance of shares of the Company's common stock in connection with
the Merger and in the solicitation of proxies of the Trigon's shareholders to
approve the Merger Agreement.
The participants in the solicitation may include the directors of the
Company: Susan B. Bayh, Larry C. Glasscock, William B. Hart, Allan B. Hubbard,
Victor S. Liss, L. Ben Lytle, William G. Mays, James W. McDowell, Jr., B. LaRae
Orullian, Senator Donald W. Riegle, Jr., William J. Ryan, George A. Schaefer,
Jr. and Dennis J. Sullivan, Jr.; the following executive officers of the
Company: Larry C. Glasscock (President and Chief Executive Officer), David R.
Frick (Executive Vice President and Chief Legal and Administrative Officer),
Michael L. Smith (Executive Vice President and Chief Financial Officer), Samuel
R. Nussbaum, M.D. (Executive Vice President and Chief Medical Officer), Marjorie
W. Dorr (President, Anthem East), Keith R. Faller (President, Anthem Midwest),
Michael D. Houk (President, National Accounts), Caroline S. Matthews (Chief
Operating Officer, Anthem Blue Cross and Blue Shield in Colorado and Nevada),
John M. Murphy (President, Specialty Business Division of Anthem) and Jane E.
Niederberger (Senior Vice President and Chief Information
Officer); and the following other employees of the Company: Tami L. Durle (Vice
President, Investor Relations) and Lauren Green-Caldwell (Executive Director,
Corporate Communications). As of the date of this communication, none of the
foregoing participants individually beneficially owns in excess of 1% of the
Company's common stock, and, in the aggregate, such participants do not
beneficially own in excess of 1%.
Except as disclosed above, to the knowledge of the Company, none of the
directors, executive officers or other employees of the Company named above has
any interest, direct or indirect, by security holding or otherwise in the
Company.
Item 6. Not Applicable.
Item 7. Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 28, 2002, by and among
Anthem, Inc., AI Sub Acquisition Corp., and Trigon Healthcare, Inc.
99.1 Stock Option Agreement, dated as of April 28, 2002, by and between
Anthem, Inc. and Trigon Healthcare, Inc.
99.2 Press Release, dated April 29, 2002, issued by Anthem, Inc. and
Trigon Healthcare, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANTHEM, INC.
By: /s/ Robert S. Schneider
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Name: Robert S. Schneider
Title: Vice President of Finance
and Controller
Date: April 29, 2002