-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IIiK6gwIgY0kCiUl6AYSxyZVhWxbmV3sD92anutUHm4yg0B5WJRfbEAyZ2vu63wP wEHo9JiqIOTX+sc/qZsKSQ== 0000912057-96-009025.txt : 19960513 0000912057-96-009025.hdr.sgml : 19960513 ACCESSION NUMBER: 0000912057-96-009025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960510 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000916085 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 954288333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45619 FILM NUMBER: 96559971 BUSINESS ADDRESS: STREET 1: 21600 OXNARD ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 7195420500 MAIL ADDRESS: STREET 1: 225 N MAIN ST CITY: PUEBLO STATE: CO ZIP: 81003 FORMER COMPANY: FORMER CONFORMED NAME: HN MANAGEMENT HOLDINGS INC/DE/ DATE OF NAME CHANGE: 19931213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE CROSS OF CALIFORNIA /CA/ CENTRAL INDEX KEY: 0001013220 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 95370980 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 21555 OXNARD STREET CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187032412 MAIL ADDRESS: STREET 1: 21355 OXNARD STREET CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: BLUE CROSS OF CALIFORNIA /CA/ DATE OF NAME CHANGE: 19960430 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)(*) HEALTH SYSTEMS INTERNATIONAL, INC. (Name of Issuer) CLASS A COMMON STOCK $.001 PAR VALUE (Title of Class of Securities) 1 42194910 (CUSIP Number) ERIC S. KENTOR, ESQ., EXECUTIVE COUNSEL, HEALTH SYSTEMS INTERNATIONAL, INC. 21600 OXNARD STREET, WOODLAND HILLS, CALIFORNIA 91367, (818) 593-8989 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 27, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [__]. Check the following box if a fee is being paid with this statement [__]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ______________________ (*) See instructions before filling out. 1 CUSIP Number 1 42194910 1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of above Persons: Blue Cross of California, I.R.S. Id. No. 95-3760980 2) Check the Appropriate Box if a Member of a Group (a) [__] Blue Cross of California disclaims group status. (b) [X] 3) SEC Use Only: _____________________________________________________________ 4) Source of Funds:(*) Not Applicable. 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [__] Not Applicable. 6) Citizenship or Place of Organization: State of California. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7) Sole Voting Power: 0 8) Shared Voting Power: 0 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:(*) [__] Not Applicable. 13) Percent of Class Represented by Amount in Row (11): 0 14) Type of Reporting Person:(*) CO - ------------------------ (*) See instructions before filling out. 2 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to the Class A Common Stock, $.001 par value, of Health Systems International, Inc. ("HSI"). The principal executive offices of HSI are located at 21600 Oxnard Street, Woodland Hills, California 91367. ITEM 2. IDENTITY AND BACKGROUND This Amendment No. 1 to Schedule 13D is being filed by Blue Cross of California, a California nonprofit public benefit corporation ("BCC"). The business address of BCC is Blue Cross of California, 1555 Oxnard Street, Woodland Hills, California 91367. BCC currently owns all of the outstanding shares of Class B Common Stock of WellPoint Health Networks Inc., a Delaware corporation ("WellPoint"), representing approximately 81.4% of the combined outstanding shares of Class A and Class B Common Stock of WellPoint, and approximately 97.6% of the combined voting power of the outstanding stock of WellPoint. WellPoint and its subsidiaries offer comprehensive managed health care products and related services to employer groups and individuals, which business WellPoint and its subsidiaries acquired from BCC pursuant to that certain Line of Business and Assumption Agreement dated as of February 1, 1993. The stock of WellPoint is the principal asset of BCC. BCC also retains and operates certain health benefits and related products and holds the primary license to use the Blue Cross name and mark throughout the State of California from the Blue Cross and Blue Shield Association. BCC has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it would be subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not Applicable. ITEM 4. PURPOSE OF TRANSACTION Not Applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of December 27, 1995, BCC no longer is the beneficial owner of any shares of HSI Class A Common Stock. 3 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 27, 1995 HSI, BCC and WellPoint executed and delivered definitive documents to terminate the following principal agreements and any and all related agreements: (i) the Agreement and Plan of Reorganization by and among BCC, WLP Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of BCC, WellPoint and HSI, dated March 31, 1995; (ii) the Recapitalization Agreement by and among BCC, WellPoint, Western Health Partnerships, a California nonprofit public benefit corporation and The Western Foundation for Health Improvement, a California nonprofit public benefit corporation; (iii) the Alternative Agreement and Plan of Reorganization by and among WellPoint, WLP Colorado Corporation, a Delaware corporation and a wholly-owned subsidiary of WellPoint; and (iv) all Stockholder Agreements among certain holders of HSI Class A Common Stock, BCC and WellPoint. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 9, 1996 By: Brian Donnelly s/s ----------------------------- Name: Brian Donnelly Title: Senior Vice President and General Counsel 4 -----END PRIVACY-ENHANCED MESSAGE-----