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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
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ACORDIA, INC.
(NAME OF THE ISSUER)
AICI ACQUISITION CORP.
ANTHEM INSURANCE COMPANIES, INC.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
004929 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PATRICK M. SHERIDAN
AICI ACQUISITION CORP.
ANTHEM INSURANCE COMPANIES, INC.
120 MONUMENT CIRCLE
INDIANAPOLIS, INDIANA 46204
TELEPHONE: (317) 488-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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Copy to:
JAMES H. GROSS, ESQ.
VORYS, SATER, SEYMOUR AND PEASE
P.O. BOX 1008, 52 EAST GAY STREET
COLUMBUS, OH 43216-1008
TELEPHONE: (614) 464-6400
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
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Anthem Insurance Companies, Inc. and its wholly-owned subsidiary, AICI
Acquisition Corp., hereby amend and supplement their Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Statement"), originally filed on June 6,
1997, with respect to an offer to purchase all outstanding shares of Common
Stock, par value $1.00 per share of Acordia, Inc., a Delaware corporation, as
set forth in their Schedule 14D-1. Capitalized terms not defined herein have
the meanings assigned thereto in the Schedule 14D-1.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "INTRODUCTION,"
"THE TENDER OFFER--Terms of the Offer," "THE TENDER OFFER--Procedures for
Tendering Common Stock," "THE TENDER OFFER--Withdrawal Rights," "THE TENDER
OFFER--Acceptance for Payment and Payment," "THE TENDER OFFER--Certain
Conditions of the Offer" and "THE TENDER OFFER--Certain Legal Matters" of the
Offer to Purchase and in the Letter of Transmittal is incorporated herein by
reference. The Purchaser will not be required to accept for payment or pay for
any Common Stock unless the Minimum Tender Condition and the other conditions
described in the Offer to Purchase have been satisfied or waived prior to the
Expiration Date.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the sections entitled
"INTRODUCTION," "SPECIAL FACTORS--Background of the Offer," "SPECIAL
FACTORS--Analysis of Credit Suisse First Boston as Financial Advisor to Parent,"
"SPECIAL FACTORS--Fairness of the Offer," "SPECIAL FACTORS--Purpose of the Offer
and the Merger; Plans for the Company" and "SPECIAL FACTORS--Interests of
Certain Persons; Stockholdings of Certain Officers and Directors; and Related
Transactions" of the Offer to Purchase is incorporated herein by reference.
While the Board of Directors of Parent did not participate in the deliberations
of the Company Special Committee and did not participate in the preparation of
the Company's Schedule 14D-9, Parent and the Purchaser have adopted the
analysis of the Company Special Committee as their own with respect to the
fairness of the Offer to the Company's unaffiliated security holders.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the section entitled "THE TENDER
OFFER--Certain Information Concerning the Company" of the Offer to Purchase is
incorporated herein by reference. Notwithstanding the disclaimer to the
contrary in the Offer to Purchase and notwithstanding the fact that Parent and
the Purchaser did not actively participate in the preparation of the financial
statement information of the Company which was derived from publicly available
filings by the Company, Parent and the Purchaser have assumed the
responsibility for the accuracy and completeness of the financial information
regarding the Company in the Offer to Purchase for purposes of the Offer.
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(b) Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Fairness opinion of Credit Suisse First Boston Corporation dated
May 30, 1997 (previously filed as exhibit (c)(3) to the Schedule 14D-1
and incorporated herein by reference).
*(b)(2) Presentation of Credit Suisse First Boston Corporation delivered
to the Board of Directors of Anthem Insurance Companies, Inc. on
May 30, 1997.
(c)(1) Agreement and Plan of Merger dated as of June 2, 1997, among the
Company, Parent and the Purchaser (previously filed as exhibit (c)(1)
to the Schedule 14D-1 and incorporated herein by reference).
(c)(2) Complaint filed in Crandon Capital Partners v. Acordia, Inc., et. al
(Del. Ch. June 5, 1997) (previously filed as exhibit (c)(4) to the
Schedule 14D-1 and incorporated herein by reference).
(c)(3) Complaint filed in Sherry Levinson v. Acordia, Inc., et. al. and
Anthem Insurance Companies, Inc. (Del. Ch. June 5, 1977) (previously
filed as exhibit (c)(5) to the Schedule 14D-1 and incorporated herein
by reference).
(d)(1) Offer to Purchase (previously filed as exhibit (a)(1) to the Schedule
14D-1 and incorporated herein by reference).
(d)(2) Letter of Transmittal (previously filed as exhibit (a)(2) to the
Schedule 14D-1 and incorporated herein by reference).
(d)(3) Notice of Guaranteed Delivery (previously filed as exhibit (a)(3) to
the Schedule 14D-1 and incorporated herein by reference).
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees (previously filed as exhibit (a)(4) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (previously filed as exhibit (a)(5) to the
Schedule 14D-1 and incorporated herein by reference).
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (previously filed as exhibit (a)(6) to the Schedule
14D-1 and incorporated herein by reference).
(d)(7) Form of Summary Advertisement, dated June 6, 1997 (previously filed as
exhibit (a)(7) to the Schedule 14D-1 and incorporated herein by
reference).
(d)(8) Text of Press Release, dated June 2, 1997, issued by Purchaser
(previously filed as exhibit (a)(8) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(9) Notice regarding the Acordia, Inc. Producers Deferred Compensation &
Equity Plan (previously filed as exhibit (a)(9) to the Schedule 14D-1
and incorporated herein by reference).
(d)(10) Notice regarding the Anthem, Acordia and ABI 401(k) Plans (previously
filed as exhibit (a)(10) to the Schedule 14D-1 and incorporated herein
by reference).
(d)(11) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of
the Company, to all restricted stock participants (previously filed
as exhibit (a)(11) to the Schedule 14D-1 and incorporated herein by
reference.)
(d)(12) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of
the Company, to the restricted stock participants under the Producer
Deferred Compensation and Equity Plan (previously filed as exhibit
(a)(12) to the Schedule 14D-1 and incorporated herein by reference).
(d)(13) Letter from Frank C. Witthun, President and CEO of the Company, and
L. Ben Lytle, Chairman of the Board of Directors of the Company, to
each stock optionholder of the Company with an attached list of
questions and answers regarding the stock options issued under the
various Company stock compensation plans (previously filed as exhibit
(a)(13) to the Schedule 14D-1 and incorporated herein by reference).
(d)(14) Form of Stock Option Cancellation Agreement (previously filed as
exhibit (a)(14) to the Schedule 14D-1 and incorporated herein by
reference).
(d)(15) Text of Press Release, dated July 2, 1997, issued by Parent
(previously filed as exhibit (a)(15) to the Schedule 14D-1 and
incorporated herein by reference).
(e) Section 262 of the General Corporation Law of the State of Delaware
(included as Annex I to the Offer to Purchase and incorporated herein
by reference).
(f) Not applicable.
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* Material filed herewith.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 2, 1997
AICI ACQUISITION CORP.
by: /s/ Patrick M. Sheridan
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Title: Treasurer
ANTHEM INSURANCE COMPANIES, INC.
by: /s/ Patrick M. Sheridan
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Title: Executive Vice President
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(a) Not applicable.
(b)(1) Fairness opinion of Credit Suisse First Boston Corporation dated
June 2, 1997 (previously filed as exhibit (c)(3) to the
Schedule 14D-1 and incorporated herein by reference)
*(b)(2) Presentation of Credit Suisse First Boston Corporation delivered to
the Board of Directors of Anthem Insurance Companies, Inc. on May
30, 1997.
(c)(1) Agreement and Plan of Merger dated as of June 2, 1997, among the
Company, Parent and the Purchaser (previously filed as exhibit (c)(1)
to the Schedule 14D-1 and incorporated herein by reference).
(c)(2) Complaint filed in Crandon Capital Partners v. Acordia, Inc., et. al.
(Del. Ch. June 5, 1997) (previously filed as exhibit (c)(4) to the
Schedule 14D-1 and incorporated herein by reference).
(c)(3) Complaint filed in Sherry Levinson v. Acordia, Inc., et. al. and
Anthem Insurance Companies, Inc. (Del. Ch. June 5, 1997) (previously
filed as exhibit (c)(5) to the Schedule 14D-1 and incorporated herein
by reference).
(d)(1) Offer to Purchase (previously filed as exhibit (a)(1) to the Schedule
14D-1 and incorporated herein by reference).
(d)(2) Letter of Transmittal (previously filed as exhibit (a)(2) to the
Schedule 14D-1 and incorporated herein by reference).
(d)(3) Notice of Guaranteed Delivery (previously filed as exhibit (a)(3) to
the Schedule 14D-1 and incorporated herein by reference).
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (previously filed as exhibit (a)(4) to the Schedule
14D-1 and incorporated herein by reference).
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (previously filed as exhibit (a)(5) to
the Schedule 14D-1 and incorporated herein by reference).
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (previously filed as exhibit (a)(6) to the
Schedule 14D-1 and incorporated herein by reference).
(d)(7) Form of Summary Advertisement, dated June 6, 1997 (previously filed as
exhibit (a)(7) to the Schedule 14D-1 and incorporated herein by
reference).
(d)(8) Text of Press Release, dated June 2, 1997, issued by Purchaser
(previously filed as exhibit (a)(8) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(9) Notice regarding the Acordia, Inc. Producers Deferred Compensation &
Equity Plan (previously filed as exhibit (a)(9) to the Schedule 14D-1
and incorporated herein by reference).
(d)(10) Notice regarding the Anthem, Acordia and ABI 401(k) Plans (previously
filed as exhibit (a)(10) to the Schedule 14D-1 and incorporated herein
by reference).
(d)(11) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of
the Company, to all restricted stock participants (previously filed
as exhibit (a)(11) to the Schedule 14D-1 and incorporated herein by
reference.)
(d)(12) Letter dated June 17, 1997 from Frank C. Witthun, President and CEO of
the Company, and L. Ben Lytle, Chairman of the Board of Directors of
the Company, to the restricted stock participants under the Producer
Deferred Compensation and Equity Plan (previously filed as exhibit
(a)(12) to the Schedule 14D-1 and incorporated herein by reference).
(d)(13) Letter from Frank C. Witthun, President and CEO of the Company, and
L. Ben Lytle, Chairman of the Board of Directors of the Company, to
each stock optionholder of the Company with an attached list of
questions and answers regarding the stock options issued under the
various Company stock compensation plans (previously filed as exhibit
(a)(13) to the Schedule 14D-1 and incorporated herein by reference).
(d)(14) Form of Stock Option Cancellation Agreement (previously filed as
exhibit (a)(14) to the Schedule 14D-1 and incorporated herein by
reference).
(d)(15) Text of Press Release, dated July 2, 1997, issued by Parent
(previously filed as exhibit (a)(15) to the Schedule 14D-1 and
incorporated herein by reference).
(e) Section 262 of the General Corporation Law of the State of Delaware
(included as Annex I to the Offer to Purchase and incorporated herein
by reference).
(f) Not applicable.
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* Material filed herewith.