<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
United Wisconsin Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
913238101
(Cusip Number)
Gail L. Hanson
Vice President, Treasurer and Chief Financial Officer
401 West Michigan Street
Milwaukee, WI 53203
(414) 226-6900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |X|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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CUSIP NO. 913238101 Page 2 of 5
1. Name of Reporting Person:
Blue Cross & Blue Shield United of Wisconsin
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
Number of Shares 7. Sole Voting Power: 7,746,915
Beneficially Owned
by Each Reporting 8. Shared Voting Power: 0
Person With
9. Sole Dispositive Power: 7,746,915
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,746,915
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:_
13. Percent of Class Represented by Amount in Row (11): 46.00%
14. Type of Reporting Person: IC
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CUSIP NO. 913238101 Page 3 of 5
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value ("Common Stock"), of
United Wisconsin Services, Inc. ("UWS"). UWS's principal address is 401 West
Michigan Street, Milwaukee, Wisconsin 53203.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Blue Cross & Blue Shield United of Wisconsin
("BCBSUW"), a Wisconsin service insurance corporation. BCBSUW is principally
engaged in the insurance business. BCBSUW's principal address is 401 West
Michigan Street, Milwaukee, Wisconsin 53203.
The Directors and Executive Officers of BCBSUW are:
<TABLE>
<CAPTION>
Board of Directors Executive Officers
- ------------------ -------------------
<S> <C>
Thomas A. Bausch Thomas R. Hefty
James L. Forbes Stephen E. Bablitch
Thomas R. Hefty Gail L. Hanson
James C. Hickman Penny J. Siewert
Michael S. Joyce Timothy F. Cullen
Donald P. Muench James E. Hartert
D. Keith Ness, M.D.
Janet D. Steiger
Kenneth M. Viste, M.D.
</TABLE>
During the past five years none of the above-referenced Directors or Officers
has been convicted in a criminal proceedings (excluding traffic violations or
similar misdemeanors) and none of such persons has been party to a civil
proceeding involving any federal or state securities laws and finding any
violation with respect to such laws or enjoining or restricting activities with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the purchases of UWS Common Stock being reported in this
Schedule 13D were from BCBSUW's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
As previously announced by both BCBSUW and UWS, the purchases of UWS Common
Stock were made to permit UWS to use the Blue Cross and Blue Shield trademark
with its HMO products, under rules established by the national Blue Cross
Association.
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CUSIP NO. 913238101 Page 4 of 5
Also as previously announced, BCBSUW is in the process of converting to a
for-profit, stock issuance corporation under Wisconsin law. UWS has announced
that its Board of Directors is forming a special committee to consider the
possibility of a merger or other business combination with BCBSUW following the
conversion. BCBSUW also announced that it has formed a special committee of its
board of directors to consider the possibility of a merger or other business
combination with UWS following the conversion.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BCBSUW beneficially owns 7,746,915 shares of UWS Common Stock, representing
46.00 percent of the issued and outstanding UWS Common Stock.
The Directors and Executive Officers of BCBSUW beneficially own shares of UWS
Common Stock as follows:
<TABLE>
<CAPTION>
Board of Directors Shares
- ------------------ -------
<S> <C>
Thomas A. Bausch 2,000
James L. Forbes 6,626
Thomas R. Hefty 145,093
James C. Hickman 6,626
Michael S. Joyce 0
Donald P. Muench 2,000
D. Keith Ness, M.D. 0
Janet D. Steiger 0
Kenneth M. Viste, M.D. 1,000
Executive Officers Shares
- ------------------ ------
Thomas R. Hefty 145,093
Stephen E. Bablitch 52,923
Gail L. Hanson 18,650
Penny J. Siewert 67,280
Timothy F. Cullen 2,800
James E. Hartert 18,468
</TABLE>
(b) BCBSUW has the sole power to vote and dispose of the shares of UWS Common
Stock that it beneficially owns. Each director and officer of BCBSUW has the
sole power to vote and dispose of the shares of UWS Common Stock that he or she
beneficially owns.
(c) BCBSUW made the following purchases of UWS Common Stock during the past 60
days:
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CUSIP NO. 913238101 Page 5 of 5
<TABLE>
<CAPTION>
Date of Number of Shares Purchase Price Manner
Purchase Purchased Per Share of Purchase
-------- ---------------------- ------------------ -----------
<S> <C> <C> <C> <C>
08/03/1999 11,000 $8.4375 All Open
08/04/1999 2,200 8.6250 Market
08/05/1999 41,500 8.6250 Purchases
08/06/1999 500 8.5000
08/06/1999 1,500 8.6250
08/09/1999 2,000 8.5625
08/10/1999 700 8.5000
08/10/1999 50,000 8.3125
08/13/1999 17,600 9.0000
08/16/1999 499,000 8.5000
08/17/1999 774,000 8.5000
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: September 10, 1999 BLUE CROSS & BLUE SHIELD
UNITED OF WISCONSIN
By:/s/ Gail L. Hanson
Vice President, Treasurer and
Chief Financial Officer
