As filed with the Securities and Exchange Commission on October 29, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANTHEM, INC.
(Exact name of Registrant as specified in its charter)
Indiana 6324 35-2145715
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
120 Monument Circle
Indianapolis, Indiana 46204
(317) 488-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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David R. Frick
Executive Vice President and
Chief Legal and Administrative Officer
Anthem, Inc.
120 Monument Circle
Indianapolis, Indiana 46204
(317) 488-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Tibor D. Klopfer William D. Torchiana
Baker & Daniels Sullivan & Cromwell
Suite 2700 125 Broad Street
300 North Meridian Street New York, New York 10004
Indianapolis, Indiana 46204 (212) 558-4000
(317) 237-0300
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Approximate date of commencement of proposed sale to the public: As soon as
is practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-67714
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Proposed Maximum Aggregate Amount of
Registered Offering Price(1)(2)(3) Registration Fee
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Common Stock, $.01 par value.............. $285,200,000 $71,300
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
(2) A portion of the shares to be registered represents shares that are to be
offered outside of the United States but that may be resold from time to
time in the United States. Such shares are not being registered for the
purpose of sales outside the United States.
(3) Represents the maximum aggregate offering price of additional shares being
registered.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities
and Exchange Commission (the "Commission") by Anthem, Inc., an Indiana
corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act
of 1933, as amended. This Registration Statement incorporates by reference the
contents of the Company's Registration Statement on Form S-1 (Registration No.
333-67714) which was declared effective by the Commission on October 29, 2001
relating to the offering of shares of Common Stock of the Company with a
maximum aggregate offering price of up to $1,702,000,000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State of
Indiana, on the 29th day of October, 2001.
Anthem, Inc.
/s/ Larry C. Glasscock
By: _________________________________
Larry C. Glasscock
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
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/s/ Larry C. Glasscock President, Chief Executive October 29, 2001
______________________________________ Officer and Director
Larry C. Glasscock (Principal Executive
Officer)
/s/ Michael L. Smith Executive Vice President October 29, 2001
______________________________________ and Chief Financial and
Michael L. Smith Accounting Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Director October 29, 2001
______________________________________
L. Ben Lytle
* Director October 29, 2001
______________________________________
Susan B. Bayh
* Director October 29, 2001
______________________________________
William B. Hart
S-1
Signature Capacity Date
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* Director October 29, 2001
______________________________________
Allan B. Hubbard
* Director October 29, 2001
______________________________________
Victor S. Liss
* Director October 29, 2001
______________________________________
William G. Mays
* Director October 29, 2001
______________________________________
James W. McDowell, Jr.
* Director October 29, 2001
______________________________________
B. LaRae Orullian
* Director October 29, 2001
______________________________________
Senator Donald W. Riegle, Jr.
* Director October 29, 2001
______________________________________
William J. Ryan
* Director October 29, 2001
______________________________________
George A. Schaefer, Jr.
* Director October 29, 2001
______________________________________
Dennis J. Sullivan, Jr.
* By: /s/ David R. Frick
Attorney-in-Fact
S-2
INDEX TO EXHIBITS
Exhibit
Number Document
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5 Opinion of Baker & Daniels
23.1 Consent of Ernst & Young LLP
23.2 Consent of Baker & Daniels (contained in Exhibit 5)
23.3 Consent of Robert H. Dobson, FSA, MAAA, Dale S. Hagstrom, FSA, MAAA,
Daniel J. McCarthy, FSA, MAAA, and Milliman USA, Inc.
E-1