Obligation Anthemia Corp 5.95% ( US94973VAH06 ) en USD

Anthemia Corp

104.636 % ▲

Etats-unis

US94973VAH06 ( en USD )

5.95% par an ( paiement semestriel )

14/12/2034

Prospectus brochure de l'obligation Anthem Inc US94973VAH06 en USD 5.95%, échéance 14/12/2034

2 000 USD

448 294 000 USD

94973VAH0

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 160 jours )

Anthem Inc. est une société américaine de soins de santé gérant des régimes d'assurance maladie et des programmes de prestations de santé pour des millions de personnes à travers les États-Unis, offrant des services aux employeurs, aux particuliers et aux gouvernements.

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAH06, paye un coupon de 5.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2034

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAH06, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAH06, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Amendment No.2 to Form S-4
S-4/A 1 ds4a.htm AMENDMENT NO.2 TO FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on March 28, 2005
Registration No. 333-123217

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WellPoint, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana

6324

35-2145715
(State or Other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or Organization)

Classification Code Number)

Identification Number)
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)
David R. Frick, Esq.
Executive Vice President and Chief Legal and Administrative Officer
WellPoint, 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)
With Copies to:
Daniel G. Dufner, Jr., Esq.
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
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Amendment No.2 to Form S-4
(212) 819-8200
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable
after the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, 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. ¨
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. ¨
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum
Amount Of
Title Of Each Class Of
Amount To Be
Offering Price
Aggregate
Registration
Securities To Be Registered

Registered

Per Note
Offering Price (1)
Fee (2)
3.750% Notes due 2007

$ 300,000,000
100%

$300,000,000
$ 35,310
4.250% Notes due 2009

$ 300,000,000
100%

$300,000,000
$ 35,310
5.000% Notes due 2014

$ 500,000,000
100%

$500,000,000
$ 58,850
5.950% Notes due 2034

$ 500,000,000
100%

$500,000,000
$ 58,850
Total

$1,600,000,000

$ 188,320
(1) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457 under the
Securities Act.
(2) Fee previously paid.

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Amendment No.2 to Form S-4
Table of Contents
PROSPECTUS

WellPoint, Inc.

Offers to Exchange

up to $300,000,000 of its 3.750% Notes due 2007,
that have been registered under the Securities Act of 1933,
for all of its outstanding 3.750% Notes due 2007

and

up to $300,000,000 of its 4.250% Notes due 2009,
that have been registered under the Securities Act of 1933,
for all of its outstanding 4.250% Notes due 2009

and

up to $500,000,000 of its 5.000% Notes due 2014,
that have been registered under the Securities Act of 1933,
for all of its outstanding 5.000% Notes due 2014

and

up to $500,000,000 of its 5.950% Notes due 2034,
that have been registered under the Securities Act of 1933,
for all of its outstanding 5.950% Notes due 2034

Subject to the terms and conditions described in this prospectus

The exchange offer will expire at 5:00 p.m. Eastern Standard Time on May 6, 2005 unless extended

The Notes
We are offering to exchange, upon the terms and conditions of this prospectus and the accompanying letter of
transmittal, our new notes for all of our outstanding existing notes. We refer to our outstanding 3.750% notes due
2007, 4.250% notes due 2009, 5.000% notes due 2014 and 5.950% notes due 2034 as the "existing notes" and to
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Amendment No.2 to Form S-4
the new 3.750% notes due 2007 (the "new 2007 notes"), 4.250% notes due 2009 (the "new 2009 notes"), 5.000%
notes due 2014 (the "new 2014 notes") and 5.950% notes due 2034 (the "new 2034 notes") issued in this offer
collectively referred to as the "new notes." The new notes are substantially identical to the existing notes that we
issued on December 9, 2004, except for certain transfer restrictions and registration rights provisions relating to
the existing notes.
Material Terms of the Exchange Offer

· You will receive an equal principal amount of new notes for all existing notes that you validly tender

and do not validly withdraw.

· The exchange will not be a taxable exchange for United States federal income tax purposes.

· There has been no public market for the existing notes and we cannot assure you that any public market

for the new notes will develop. We do not intend to list the new notes on any national securities
exchange or any automated quotation system.

Consider carefully the " Risk Factors" beginning on page 7 of this prospectus

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined that the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this prospectus is March 28, 2005.
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Amendment No.2 to Form S-4
Table of Contents
TABLE OF CONTENTS

Page

Summary

1
Risk Factors

7
Cautionary Statement Regarding Forward-Looking Statements

17
Exchange Offer

18
Description of the New Notes

25
Registration Rights

37
Certain U.S. Federal Tax Considerations

39
Plan of Distribution

41
Validity of the New Notes

42
Experts

42
Incorporation of Certain Documents By Reference

43
Where You Can Find More Information

44

The information contained in this prospectus was obtained from us and other sources believed by us to be
reliable. This prospectus also incorporates important business and financial information about us that is not
included in or delivered with this prospectus. The documents containing this information are listed under the
sections entitled "Incorporation of Certain Documents By Reference" and "Where You Can Find More
Information." We will provide a copy of any and all of these documents to you by first-class mail, without
charge, upon written or oral request. Any request for documents should be made by April 29, 2005, which is
five business days before the expiration date of the exchange offer. Requests for documents should be
directed to:

WellPoint, Inc.
120 Monument Circle
Indianapolis, Indiana 46204
Attention: Corporate Secretary
(800) 985-0999
You should rely only on the information contained or incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We are not making an offer to exchange or
exchanging these new notes in any jurisdiction where the exchange offer or exchange is not permitted. You
should assume that the information contained or incorporated by reference in this prospectus is accurate only as
of its respective date.
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Amendment No.2 to Form S-4
In deciding whether to exchange your existing notes in the exchange offer, you must rely on your own
examination of us and the terms of the exchange offer, including the merits and risks involved. You should not
construe anything in this prospectus as legal, business or tax advice. You should consult your own advisors as
needed to make your decision whether to exchange your existing notes in the exchange offer and to determine
whether you are legally permitted to participate in the exchange offer under applicable laws or regulations.
Investors should be aware that they may be required to bear the financial risks of the new notes for an indefinite
period of time.

i
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Amendment No.2 to Form S-4
Table of Contents
SUMMARY
This summary highlights selected information contained in greater detail elsewhere, or incorporated by
reference, in this prospectus. As a result, it does not contain all of the information that you should consider
before deciding to participate in the exchange offer. You should read the entire prospectus carefully, including
the "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" sections, and the
documents incorporated by reference in this prospectus. Unless the context requires otherwise, references to the
terms "WellPoint," "we," "us" or "our" refer to WellPoint, Inc., or WellPoint, Inc. and its direct and indirect
subsidiaries, as the context requires, in each case following the merger, between WellPoint Health Networks Inc.
and Anthem Holding Corp., described below.

WellPoint
We are the nation's largest publicly traded commercial health benefits company in terms of membership in the
United States. We served more than 27 million medical members in thirteen states as of December 31, 2004. Our
markets include California, Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30
counties in the Kansas City area), Nevada, New Hampshire, Ohio, Virginia (excluding the immediate suburbs of
Washington, D.C.), and Wisconsin. We own the exclusive right to market our products and services using the
Blue Cross® and/or Blue Shield®, or BCBS, names and marks in all thirteen states under license agreements with
the Blue Cross Blue Shield Association, or BCBSA, an association of independent Blue Cross and Blue Shield
plans. We seek to be a leader in the health benefits industry by offering a broad selection of flexible and
competitively priced health benefits products.

The Merger
On October 27, 2003, Anthem, Inc., or Anthem, and WellPoint Health Networks Inc., or WHN, announced that
they had entered into a definitive agreement and plan of merger, or merger agreement, pursuant to which WHN
would merge into a wholly-owned subsidiary of Anthem. On November 30, 2004, WHN merged with and into
Anthem Holding Corp., an Indiana corporation and a direct wholly-owned subsidiary of Anthem, with Anthem
Holding Corp. as the surviving entity in the merger. In connection with the merger, Anthem amended its articles
of incorporation to change its name to WellPoint, Inc. In addition, the ticker symbol for Anthem's common stock
listed on the New York Stock Exchange was changed to "WLP."

1
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Amendment No.2 to Form S-4
Table of Contents
The Exchange Offer
The exchange offer relates to the exchange of up to (i) $300,000,000 aggregate principal amount of outstanding
3.750% notes due 2007 (the "existing 2007 notes"), (ii) $300,000,000 aggregate principal amount of outstanding
4.250% notes due 2009 (the "existing 2009 notes"), (iii) $500,000,000 aggregate principal amount of outstanding
5.000% notes due 2014 (the "existing 2014 notes") and (iv) $500,000,000 aggregate principal amount of
outstanding 5.950% notes due 2034 (the "existing 2034 notes"), in each case for an equal aggregate principal
amount of the new notes. The form and terms of the new notes will be identical in all material respects to the
form and terms of the corresponding outstanding existing notes, except that the new notes will be registered
under the Securities Act of 1933 (the "Securities Act"), and therefore they will not bear legends restricting their
transfer.
The Exchange Offer
We are offering to exchange $2,000 principal amount of our new notes
of each series that we have registered under the Securities Act for each
$2,000 principal amount of outstanding existing notes of the
corresponding series. In order for us to exchange your existing notes,
you must validly tender them to us and we must accept them. We will
exchange all outstanding existing notes that are validly tendered and not
validly withdrawn.
Resale of the New Notes
Based on interpretations by the staff of the Securities and Exchange
Commission (the "SEC") set forth in no-action letters issued to other
parties, we believe that you may offer for resale, resell and otherwise
transfer your new notes without compliance with the registration and
prospectus delivery provisions of the Securities Act if you are not our
affiliate and you acquire the new notes issued in the exchange offer in
the ordinary course of your business.

You must also represent to us that you are not participating, do not intend to
participate and have no arrangement or understanding with any person to
participate in the distribution of the new notes we issue to you in the exchange
offer.

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Amendment No.2 to Form S-4

Each brokerdealer that receives new notes in the exchange offer for its own
account in exchange for existing notes that it acquired as a result of market
making or other trading activities must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of the new notes issued in the exchange offer. You may not participate in
the exchange offer if you are a brokerdealer who purchased such outstanding
existing notes directly from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act.
Expiration Date
The exchange offer will expire at 5:00 p.m., Eastern Standard Time,
May 6, 2005, unless we decide to extend the expiration date. We may
extend the expiration date for any reason. If we fail to consummate the
exchange offer, you will have certain rights against us under the
registration rights agreement that we entered into as part of the offering
of the existing notes.

2
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Amendment No.2 to Form S-4
Table of Contents
CUSIP Numbers
For the existing 2007 notes: 94973V AA 5 and U94887 AA 1 For the
existing 2009 notes: 94973V AB 3 and U94887 AB 9 For the existing
2014 notes: 94973V AC 1 and U94887 AC 7 For the existing 2034
notes: 94973V AD 9 and U94887 AD 5
Special procedures for beneficial
If you are the beneficial owner of existing notes and you registered your
owners
existing notes in the name of a broker or other institution, and you wish
to participate in the exchange, you should promptly contact the person
in whose name you registered your existing notes and instruct that
person to tender the existing notes on your behalf. If you wish to tender
on your own behalf, you must, prior to completing and executing the
letter of transmittal and delivering your outstanding existing notes,
either make appropriate arrangements to register ownership of the
outstanding existing notes in your name or obtain a properly completed
bond power from the registered holder. The transfer of record ownership
may take considerable time.
Guaranteed delivery procedures
If you wish to tender your existing notes and time will not permit your
required documents to reach the exchange agent by the expiration date,
or you cannot complete the procedure for bookentry transfer on time or
you cannot deliver your certificates for registered existing notes on
time, you may tender your existing notes pursuant to the procedures
described in this prospectus under the heading "The Exchange Offer--
How to use the guaranteed delivery procedures if you will not have
enough time to send all documents to us."
Withdrawal Rights
You may withdraw the tender of your existing notes at any time before
5:00 p.m., Eastern Standard Time, on May 5, 2005, the business day
before the expiration date.
Certain United States federal income An exchange of existing notes for new notes will not be subject to
tax consequences
United States federal income tax. See "Certain U.S. Federal Tax
Considerations."
Use of Proceeds
We will not receive any proceeds from the issuance of new notes
pursuant to the exchange offer. Existing notes that are validly tendered
and exchanged will be retired and canceled. We will pay all expenses
incident to the exchange offer.

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Document Outline

Local Disk
- #1">Amendment No.2 to Form S-4