<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 20, 1999
--------------
UNITED PAYORS & UNITED PROVIDERS, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20905 51-0374698
-------- ------- ----------
(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
2275 Research Boulevard, Sixth Floor, Rockville, Maryland 20850
----------------------------------------------------------------
(Address of principal executive offices)
(301) 548-1000
---------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
-------------
On April 20, 1999, United Payors & United Providers, Inc. (the
"Company") issued a press release which reported earnings for the quarter ended
March 31, 1999. A copy of this press release is attached as Exhibit 99.1.
Item 7. Financial Statements and Other Exhibits.
---------------------------------------
Exhibit 99.1 Press Release dated April 20, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED PAYORS & UNITED PROVIDERS, INC.
Dated: April 22, 1999 By: /s/ S. Joseph Bruno
-----------------------------------
S. Joseph Bruno
Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99.1 Press Release
FOR IMMEDIATE RELEASE
April 20, 1999
Contacts: Thomas L. Blair - Chairman and Co-CEO
Edward S. Civera - Co-CEO and President
S. Joseph Bruno - Vice President and CFO
UNITED PAYORS & UNITED PROVIDERS REPORTS
EARNINGS OF $5.6 MILLION FOR THE FIRST QUARTER
----------------------------------------------
ROCKVILLE, Maryland, April 20, 1999 - United Payors & United Providers,
Inc. (NASDAQ: UPUP) announced today that its revenues and net income for the
first quarter ending March 31, 1999 were $23.7 million and $5.6 million,
respectively, resulting in earnings per share of $0.31 on 18.2 million shares of
common stock. This performance compares to revenues, net income and earnings per
share for the first quarter of 1998 of $18.6 million, $4.4 million and $0.25,
respectively, for an increase of 27% in revenues and net income and 24% in
earnings per share. The first quarter of 1999 also reflects an increase over the
fourth quarter of 1998 in revenues, net income and earnings per share. These
operating results reflect UP&UP's twelfth consecutive quarter of revenue and
earnings growth since the Company's initial public offering in the second
quarter of 1996. At March 31, 1999, the Company had $33 million in working
capital, $87 million in stockholders' equity and $124 million in total assets.
UP&UP supports the health care industry with a national network of
health care providers, proprietary technology and medical management expertise.
This press release contains forward looking information. The forward
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Act of 1995. Forward looking statements may be
significantly impacted by the certain risks and uncertainties described in the
Company's filings with the Securities and Exchange Commission.
<PAGE>
UNITED PAYORS & UNITED PROVIDERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenue $23,722 $18,598
======= =======
Operating expenses $14,342 $11,040
======= =======
Income before income taxes $ 9,332 $ 7,521
======= =======
Net income $ 5,599 $ 4,396
======= =======
Net income per share - basic $ 0.32 $ 0.26
======= =======
Weighted average shares outstanding - basic 17,269 17,040
======= =======
Net income per share - diluted $ 0.31 $ 0.25
======= =======
Weighted average shares outstanding - diluted 18,243 17,799
======= =======
</TABLE>
CONDENSED BALANCE SHEET INFORMATION
(in thousands)
<TABLE>
<CAPTION>
March
-----------------------
1999 1998
-------- -------
<S> <C> <C>
Assets:
Current assets $ 53,421 $39,337
Fixed assets 4,001 4,036
Other assets 66,788 44,780
-------- -------
Total assets $124,210 $88,153
======== =======
Liabilities:
Current liabilities $ 20,041 $13,007
Non-current liabilities 16,811 12,492
-------- -------
Total liabilities 36,852 25,499
======== =======
Stockholders' equity 87,358 62,654
-------- -------
Total liabilities and stockholders' equity $124,210 $88,153
======== =======
</TABLE>