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 2, 2002
ANTHEM, INC.
(Exact name of registrant as specified in its charter)
Indiana 001-16751 35-2145715
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
120 Monument Circle
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
Registrant's 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 2, 2002 and December 9, 2002. During these
meetings, the officers expect to confirm the Company's ability to meet the
earnings expectations given in a press release and conference call on November
4, 2002. A copy of that press release can be viewed on the Company's 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 Anthem's
various SEC filings, including but not limited to the registration statement on
Form S-4, including the definitive joint proxy statement/prospectus constituting
a part thereof, filed by Anthem on June 7, 2002, Anthem's Annual Report on Form
10-K for the year ended December 31, 2001, and Anthem's 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 2, 2002
ANTHEM, INC.
By: /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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