<PAGE> 1
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) February 4, 2000
----------------
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> 2
ITEM 5. OTHER EVENTS.
-------------
On February 4, 2000, United Payors & United Providers, Inc. ("UP & UP")
entered into an Agreement and Plan of Merger with BCE Emergis Inc. ("BCE
Emergis"), a corporation organized under the laws of Canada, pursuant to which a
subsidiary of BCE Emergis will be merged into UP&UP. As a result of this merger,
UP&UP will become a subsidiary of BCE Emergis and the outstanding shares of
UP&UP common stock will be converted into the right to receive $27.00 in cash.
UP&UP's Board of Directors has unanimously approved this definitive agreement.
UP&UP URGES ITS STOCKHOLDERS TO READ THE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS REGARDING THE MERGER. The Proxy Statement will
be sent to stockholders when it is available. It will contain important
information which should be carefully considered before making a decision
concerning the merger. Stockholders also will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov or by contacting Joseph M.
Mott, Corporate Secretary of UP&UP at 2275 Research Boulevard, Rockville,
Maryland, 20850, telephone (301) 548-1000.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
UP & UP and certain other persons named below may be deemed to be
participants in the solicitation of proxies of UP & UP stockholders to approve
the merger. The participants in this solicitation may include the directors of
UP&UP, who are Thomas L. Blair, Bette B. Anderson, William E. Brock, Edward S.
Civera, Frederick H. Graefe, Steven M. Gluckstern and Paul H. Warren. In
addition, the participants in the solicitation may include the following
executive officers of UP&UP who are not directors: S. Joseph Bruno, Vice
President and Chief Financial Officer, and Spiro A. Karadimas, Vice President of
Operations.
All directors and executive officers, including certain of their
affiliates, as a group, may be deemed to own beneficially approximately 55% of
UP&UP's common stock. Information regarding the beneficial ownership of shares
of UP&UP common stock by Messrs. Blair, Civera, Bruno, Gluckstern, Karadimas,
and Warren, except as modified by the information below, is set forth under
"Security Ownership of Management and Principal Stockholders" in UP&UP's proxy
statement dated May 17, 1999 for its 1999 Annual Meeting of Stockholders, filed
with the SEC. That information is incorporated into this Form 8-K by reference.
The number of shares of UP&UP common stock which Mr. Civera will be entitled to
acquire upon exercise of options prior to the effective time of the merger is
875,000 shares, which includes an anticipated 234,375 shares under options whose
vesting will be accelerated as a result of the merger transactions under the
terms of UP&UP's Stock Option Plan, rather than the number of options,
exercisable within 60 days of May 17, 1999, reported in UP&UP's proxy statement
for its 1999 Annual Meeting of Stockholders. Ms. Anderson and Messrs. Brock and
Graefe individually own less than 1% of outstanding shares of UP&UP. Information
regarding their stock ownership as of May 17, 1999 is included in the 1999
Annual Meeting proxy statement.
<PAGE> 3
Thomas L. Blair, Chairman of the Board and Chief Executive Officer,
Edward S. Civera, Co-Chief Executive Officer and President, S. Joseph Bruno,
Vice President and Chief Financial Officer, and Spiro A. Karadimas, Vice
President of Operations, contingent on the merger, have entered into employment
arrangements to join BCE Emergis' U.S. management team.
In order to facilitate the merger, Thomas L. Blair has agreed to purchase,
subject to applicable regulatory approvals, the federal savings bank owned by
UP&UP. In addition, Mr. Blair has agreed to certain restrictions on an aggregate
of $10 million of the total funds he is to receive upon consummation of the
acquisition of UP&UP to support various representations and warranties, future
employment commitments, and BCE Emergis' business plan for UP&UP. Financial
Officer, and Spiro A. Karadimas, Vice President of Operations, contingent on the
merger, have entered into employment arrangements to join BCE Emergis' U.S.
management team.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
---------------------------------------
None.
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: February 7, 2000 By: /s/ S. Joseph Bruno
-----------------------------------
S. Joseph Bruno
Vice President and Chief Financial
Officer
