Filed by: Anthem, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities and Exchange Act of 1934
Subject Company: Trigon Healthcare, Inc.
Subject Companies Exchange Act ID: 1-12617
On May 13, 2002, Anthem, Inc. held its annual meeting of shareholders.
The following slides were used during a presentation at such annual meeting of
shareholders.
[ANTHEM LOGO]
Annual Meeting of Shareholders
May 13, 2002
Welcome!
1
Anthem
Expanding Geographic Reach
[Map of the United States with oval circling Eastern portion of the United
States. The map has been color coded to indicate Anthem, Pending Anthem
Acquisition and Trigon.]
[ ] Anthem
[ ] Pending Anthem acquisition
[ ] Trigon
2
Transaction Rationale
o Extends Anthem's geographic footprint to a new region
o Size of combined companies enhances position among top tier health benefits
players
o Leverages Trigon's strong management and operating expertise
o Builds on combined strengths to create substantial operating synergies
o Complementary cultures with quality and customer focus
o Consumers benefit from strong company with expanded regional / local focus,
but national reach
3
Transaction Summary
Offer Per Trigon Share: $30 cash and 1.062
Anthem common shares
Transaction Value: $4.0 billion
Required Approvals: Anthem and Trigon shareholders
Virginia Bureau of Insurance
Closing: Expected in 3 to 6 months
4
Industry Leading Scale and Market Share
Revenues (2001)(1)
--------------------------------------------------------------------------------
Revenues in $bn
AET $23.7
UNH $23.2
CI $16.4
WLP $13.5
ATH(2)and $13.0
TGH
PHSY $11.7
ATH(2) $10.1
HUM $10.1
HNT $10.0
TGH $2.9
Medical Membership (2001)
--------------------------------------------------------------------------------
Members in mm
AET 17.2
UNH 16.5
CI 14.4
WLP 13.0
ATH(2)and 10.0
TGH
ATH(2) 7.9
HUM 6.4
HNT 5.5
PHSY 3.4
TGH 2.1
1 Excludes investment income and net realized gains
2 Excludes Kansas (pending)
5
Blue Cross Blue Shield Consolidation
Number of Plans
1986 134
1995 67
1999 50
2001 45
Source: Blue Cross and Blue Shield Association
6
Anthem Membership Growth in Millions
1999 (bar graph indicates approximately 6.265)
2000 (bar graph indicates approximately 7.27)
2001 (bar graph indicates approximately 7.883)
1st Qtr. 2002 (bar graph indicates approximately 8.171)
7
Industry Leading Scale and Market Share
(As of December 31, 2001)
State Membership Market Share Rank
(millions) (percentage)
------------ ---------- ------------ ----
Ohio 2.3 22 1
Indiana 1.7 33 1
Connecticut 1.2 39 1
Kentucky 1.1 38 1
Colorado 0.6 18 1
Maine 0.5 44 1
New Hampshire 0.5 47 1
Nevada 0.2 11 2
Kansas 0.7 40 1
Virginia 2.1 35 1
8
Anthem 1Q02 Results vs. 1Q01
Operating Revenue Operating Gain Membership
($mm) Growth ($mm) Growth Margin (%) Growth (%)
-------- ------- ------ ------ ---------- ----------
Consolidated
(EPS Growth 45%) $2,748.6 10% $106.6 78% 3.9% 7%
Midwest $1,451.8 19% $54.1 26% 3.7% 7%
East $985.3 13% $42.2 87% 4.3% 5%
West $221.2 25% $7.5 NM 3.4% 22%
Specialty $120.1 35% $12.4 65% 10.3% NM
[a box encloses the consolidated information]
9
Commitment to Quality and Service
> Anthem ranked third on Fortune Magazine's
Most Admired Health Care Companies list
> Four of our HMOs Ranked in Top 35 in the
country by NCQA
> Award winning disease management programs
developed with physicians and hospitals
> Founding member of CAQH and active in key
pilot programs
Commitment to Our Communities
[ ] Committed to improving the communities in which we live and work
[ ] Honors this pledge by encouraging associates to volunteer and donating
funds to support charitable organizations across 8 states
[ ] Named to United Way National Leadership Program
- One of only 136 in the U.S. and the only Blue Plan
11
Mission
To Improve the Health
of the People We Serve
12
Unique Strengths of Anthem
o Diversity in products, geography, customer mix
o Powerful Blue Cross and Blue Shield brand
o Disciplined focus on business operations
o Strong momentum in financial and operational
performance
o Growth opportunities in all markets.
13
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This presentation contains certain forward-looking information about Anthem,
Trigon and the combined company after completion of the transactions 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 and Trigon, 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 U.S.
Securities and Exchange Commission made by Anthem and Trigon; 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; our ability to consummate
Anthem's acquisition of Trigon, to achieve expected synergies and operating
efficiencies in the Trigon acquisition and to successfully integrate our
operations; our expectations regarding the timing, completion and 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. Neither Anthem nor Trigon undertakes 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 and
Trigon's various SEC reports, including but not limited to Annual Reports on
Form 10-K for the year ended December 31, 2001, and the 2002 quarterly Form 10-Q
filings.
14
Anthem will be filing a registration statement on Form S-4, containing a proxy
statement/prospectus for Anthem and Trigon, and other documents with the
Securities and Exchange Commission. Investors and securityholders are urged to
read the registration statement containing the proxy statement/prospectus and
any other relevant documents filed with the SEC when they become available
because they will contain important information. Investors and securityholders
will be able to receive the registration statement containing the proxy
statement/prospectus and other documents free of charge at the SEC's website,
www.sec.gov, from Anthem Investor Relations at 120 Monument Circle,
Indianapolis, IN 46204-4903 or from Trigon Investor Relations at 2015 Staples
Mill Road, Richmond, VA 23230. Information concerning the identity of Anthem's
participants in the solicitation is set forth in Anthem's current report on Form
8-K, which was filed with the Securities and Exchange Commission on April 30,
2002.
15
[ANTHEM LOGO]
Annual Meeting of Shareholders
May 13, 2002
16
Questions
and
Discussion
17