Form 8-K
UNITED STATES
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): December 23, 2002
ANTHEM, INC.
(Exact name of registrant as specified in its charter)
Indiana |
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001-16751 |
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35-2145715 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(IRS Employer Identification
No.) |
120 Monument Circle Indianapolis,
IN |
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46204 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (317)
488-6000
N/A
(Former
name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
Officers of the Company expect to meet with securities analysts and investors during the week of December 23, 2002, December 30, 2002 and
January 6, 2003. During these meetings the officers expect to confirm the Companys ability to meet the earnings expectations given in a press release and conference call on November 4, 2002 notwithstanding the opinion issued December 20, 2002
by the Supreme Court of the State of Ohio in the matter of Robert Lee Dardinger, Executor of the Estate of Esther Louise Dardinger v. Anthem Blue Cross and Blue Shield, et al. A copy of the November 4, 2002 press release can be viewed on the
Companys website at www.anthem.com under the tab Press Room.
The press release referred to above contains certain
forward-looking information about Anthem, Inc. (Anthem) 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, 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 Securities and Exchange Commission
(SEC) made by Anthem; 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 health benefits
companies; our ability to contract with providers consistent with past practice, to achieve expected synergies and operating efficiencies in the Trigon Healthcare, Inc. acquisition and to successfully integrate our operations; our expectations
regarding the accounting and tax treatments of the transactions and the value of the transaction consideration; and general economic downturns. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of
the date hereof. Anthem does not undertake 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. You are also urged to carefully
review and consider the various disclosures in Anthems various SEC filings, including but not limited to the registration statement on Form S-3 filed on December 18, 2002, Anthems Annual Report on Form 10-K for the year ended December
31, 2001, and Anthems Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002.
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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.
Date: December 23, 2002
ANTHEM, INC. |
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By: |
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/s/ Michael L. Smith |
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Name: Michael L. Smith Title: Executive Vice President and Chief Financial and Accounting Officer |
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