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Exhibit 99
UNITED WISCONSIN SERVICES, INC.
401 WEST MICHIGAN STREET, MILWAUKEE, WI 53203
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas R. Hefty and Gail Hanson, and each
of them, as proxies of the undersigned, each with full power of substitution,
and hereby authorizes them to represent and to vote, as designated below, all
shares of the common stock of United Wisconsin Services, Inc. held of record by
the undersigned on February 9, 2001 and which the undersigned is entitled to
vote at the Special Meeting of the Shareholders of United Wisconsin Services,
Inc. to be held on March 23, 2001, and at any adjournments or postponements
thereof, with like effect as if the undersigned were personally present and
voting.
1. To approve the Exchange Agreement, dated as of December 22, 2000
("Exchange Agreement"), by and among United Wisconsin Services, Inc. ("UWS"),
Wisconsin BC Holdings LLC ("BCH") and Blue Cross & Blue Shield United of
Wisconsin ("BCBSUW"), as may be amended from time to time, which, among other
things, provides for (a) an exchange by UWS with BCH of all of the common
stock of BCBSUW for 31,313,390 shares of the newly issued, no par value,
common stock of UWS and $500,000 in cash, the result of which will be (i) to
vest in BCH ownership of approximately 77.5% of the issued and outstanding
common stock of UWS after giving effect to such exchange, and (ii) to make
BCBSUW a wholly owned subsidiary of UWS, (b) the amendment and restatement of
the Articles of Incorporation and Bylaws of UWS, including the change in the
composition of the board of directors of UWS contemplated thereby, and (c)
the change of the corporate name of UWS to "Cobalt Corporation." Approval of
the Exchange Agreement will constitute approval of the exchange of shares
described above, the Amended and Restated Articles of Incorporation and
Bylaws of UWS, the change of UWS's corporate name, the change in the
composition of the board of directors and all of the other transactions
contemplated by the Exchange Agreement.
/ / FOR / / AGAINST / / ABSTAIN
2. With discretionary power upon all other business that may properly come
before the meeting and upon matters incident to the conduct of the meeting.
If (i) the undersigned is present and elects to vote in person at the
Special Meeting or at any adjournment or postponement thereof (and notifies the
Secretary of UWS of such election ), or (ii) if UWS otherwise notifies the
Secretary of the UWS prior to or at the Special Meeting of the Shareholder's
decision to terminate this proxy, then the power of said attorneys and proxies
will be deemed terminated and of no further force and effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE PROPOSALS ABOVE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL OF THE PROPOSALS LISTED ABOVE IF NO SPECIFICATION IS MADE. IF
ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, INCLUDING MATTERS
RELATING TO THE CONDUCT OF THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT.
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The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders, the Proxy Statement/Prospectus furnished therewith and
dated ________, 2001 and all attachments thereto.
Check appropriate box Date NO. OF SHARES
indicate change below: -----------
Address Change? / / Name Change? / / / /
Signature(s) in Box
Please sign exactly as your name
appears on this proxy giving your
full title if signing as attorney or
fiduciary. If shares are held
jointly, each joint owner should
sign. If a corporation, please sign
in full corporate name, by duly
authorized officer, if a
partnership, please sign
IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
