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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
FEBRUARY 2, 1996
U.S. HEALTHCARE, INC.
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(Exact name of registrant as specified in its charter)
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Pennsylvania 0-11531 23-2229683
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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980 Jolly Road
Blue Bell, Pennsylvania 19422
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(address of principal executive office) (zip code)
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Registrant's telephone number, including area code: (215) 628-4800
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ITEM 5. OTHER EVENTS.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, U.S. Healthcare, Inc. (the "Company") is hereby
filing cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements of the Company made by or on behalf of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following is filed as an Exhibit to this Report.
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Exhibit No. Description of Exhibit
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99 Cautionary statement for purposes of the
"Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995.
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SIGNATURE
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.
U.S. HEALTHCARE, INC.
(Registrant)
Date: February 2, 1996 By:/s/ JAMES H. DICKERSON, JR.
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James H. Dickerson, Jr.
Senior Vice President and
Chief Financial Officer
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a new "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so
long as those statements are identified as forward-looking and are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in the
statement. The Company desires to take advantage of the new "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 and is
filing this Form 8-K in order to do so. The Act only became law in late
December 1995 and, except for the Conference Report, no official
interpretations of the Act's provisions have been published. Accordingly, the
Company hereby identifies the following important factors which could cause the
Company's actual financial and enrollment results to differ materially from any
such results which might be projected, forecast, estimated or budgeted by the
Company in forward-looking statements.
(a) Heightened competition, including specifically the intensification of
price competition; the entry of new competitors; and the introduction of new
products by new and existing competitors.
(b) Adverse state and federal legislation and regulation, including
limitations on premium levels; increases in minimum capital and reserve and
other financial viability requirements; prohibition or limitation of capitated
arrangements or provider financial incentives; benefit mandates (including
mandatory length of stay and emergency room coverage); limitations on the
ability to manage care and utilization; and any willing provider or pharmacy
laws.
(c) Increases in medical costs, including increases in utilization and costs
of medical services and the effects of actions by competitors or groups of
providers.
(d) Termination of provider contracts or renegotiation at less cost-effective
rates or terms of payment.
(e) Price increases in pharmaceuticals, durable medical equipment and other
covered items.
(f) Adverse actions of governmental payors, including unilateral reduction of
Medicare and Medicaid premiums payable to the Company and discontinuance or
limitations on governmentally-funded programs.
(g) Inability to increase premiums or prospective or retroactive reductions to
premium rates for federal employee apace with increases in medical costs due to
competition, government regulation, or other factors.
(h) Failure to obtain new customers, retain existing customers or reductions
in force by existing customers.
(i) Governmental financial assessments or taxes to subsidize uncompensated
care, other insurance carriers, or academic medical institutions.
(j) Adverse publicity and news coverage.
(k) Inability to carry out marketing and sales plans.
(l) Loss or retirement of key executives.
(m) Denial of accreditation by independent quality accrediting agencies such
as NCQA.
(n) The selection by employers and individuals of higher copayment/
deductible/coinsurance plans with relatively lower premiums.
(o) The migration of employers from insured to self-funded coverage resulting
in reduced margins to the Company.
(p) The impact upon the Company's medical loss ratio of greater net enrollment
in higher medical loss ratio lines of business such as Medicare and Medicaid.
(q) Adverse results in significant litigation matters.
(r) Adverse regulatory determinations resulting in loss or limitations of
licensure, certification or contracts with governmental payors.
(s) Higher service, administrative or general expenses occasioned by the need
for additional advertising, marketing, administrative, or management
information systems expenditures.
(t) Changes in interest rates causing a reduction of investment income or in
the market value of interest rate sensitive investments.
(u) Increases by regulatory authorities of minimum capital, reserve and other
financial viability requirements.
Many of the foregoing factors discussed have been discussed in the Company's
prior SEC filings and, had the Act become effective at a different time, would
have been discussed in an earlier SEC filing instead of this Form 8-K. The
foregoing review of factors pursuant to the Private Litigation Securities
Reform Act of 1995 should not be construed as exhaustive or as any admission
regarding the adequacy of disclosures made by the Company prior to the
effective date of said Act.
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