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EXHIBIT (c)(20)
June 17, 1997
To All Restricted Stock Participants
Dear Participant:
As you probably already know, Acordia, Inc. has entered into a merger agreement
with AICI Acquisition Corporation and Anthem Insurance Companies, Inc.
(collectively "Anthem"), under which Anthem will acquire all of the outstanding
common stock of Acordia at $40.00 per share. Because you own shares of
restricted stock which were issued to you under the Acordia, Inc. 1992 Stock
Compensation Plan, you are entitled to tender such shares to Anthem in
connection with the tender offer made by Anthem on June 6, 1997. Subject to the
purchase of shares pursuant to the tender offer, all restrictions on transfer
applicable to such stock will lapse and you will be entitled to tender all such
shares. You should have already received an Offer to Purchase and related
documents prepared by Anthem. The tender information described in such Offer to
Purchase is applicable to your restricted stock, except that you need not
forward stock certificates in connection with the tender of such shares. Instead
of forwarding such certificates, please enter the words "Restricted Stock" under
the heading "Certificate Number(s)" on the chart entitled "Description of Common
Stock Tendered" in the "BLUE" Letter of Transmittal included with the tender
offer materials. If you did not receive a "BLUE" Letter of Transmittal, please
let us know immediately. Please note that this procedure is only applicable to
your shares of restricted stock and a separate Letter of Transmittal should be
used for such shares. All other shares you own which are not restricted shares
must be tendered in all respects in accordance with the Offer to Purchase and
Transmittal Letter. Assuming shares are purchased pursuant to the tender offer,
you will receive a payment of $40, less applicable withholding, for each share
of restricted stock which you tender. This letter is not, and should not be
deemed to be, an offer to purchase any security of Acordia.
If you have already submitted a Letter of Transmittal without referencing to
the restricted stock, please let us know. If you have any questions concerning
the treatment of your restricted stock in connection with the merger, please
contact Xxxxxx Xxxxxxx at (000) 000-0000 or Xxxxxxx Xxxxxx at (000) 000-0000 or
via e-mail.
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Restricted Stock Participants
June 17, 1997
We would like to take this opportunity to thank you for your contribution to
Xxxxxxx's success and we look forward to the new opportunities presented to
Acordia and Anthem as a result of the merger.
Very truly yours,
/s/ Xxxxx X. Xxxxxxx /s/ X. Xxx Xxxxx
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Xxxxx X. Xxxxxxx L. Xxx Xxxxx
President and CEO of Chairman of the Board of
Acordia, Inc. Directors of Acordia, Inc.
