Anthem, Inc., §6.F; §12; no action recommended, 8/8/2001

Reorganization under which mutual insurance company would convert to stock company and become subsidiary of new holding company. The conversion would be approved by a vote of the policyholders and by the Indiana insurance regulators. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and agents were to contact policy holders, answer inquiries, and discuss the reorganization with policy holders, without special compensation. No action was recommended to require such persons to be registered as dealers. Call center personnel who were not employees of Company were to respond to policy holder’s inquiries and discuss reorganization using scripted answers. No action recommended to registration of stock issued as part of the conversion. §6.F exemption from registration available for holding company IPO.