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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
UCI MEDICAL AFFILIATES. INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
902633-10-6
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(CUSIP Number)
Robert A. Leichtle, I-20 at Alpine Road, Columbia, S.C., 29219 (803) 788-3860
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 21, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 902633-10-6 PAGE 2 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blue Cross and Blue Shield of South Carolina
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
2,224,623
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
2,224,623
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,224,623
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.3%
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14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 902633-10-6 PAGE 3 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Companion HealthCare Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,006,442
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
2,006,442
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006,442
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7%
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14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 902633-10-6 PAGE 4 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Companion Property and Casualty Insurance Company
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
218,181
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
218,181
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,181
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14. TYPE OF REPORTING PERSON*
CO
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Schedule 13D Page 5 of 8 Pages
Item 1. Security and Issuer
Common stock of UCI Medical Affiliates, Inc., 1901 Main Street, Suite
1200, Columbia, South Carolina (the "Issuer").
Item 2. Identity and Background
A. Blue Cross and Blue Shield of South Carolina ("BCBS") is a mutual
insurance corporation organized under the laws of the State of South Carolina.
Its principal business is group health insurance. Its address is I-20 at Alpine
Road, Columbia, South Carolina 29219. The executive officers and directors of
BCBS are:
(1) M. Edward Sellers, I-20 at Alpine Road, Columbia, South
Carolina 29219. Mr. Sellers is the President and Chief
Executive Officer and a Director of BCBS.
(2) Thomas G. Faulds, I-20 at Alpine Road, Columbia, South
Carolina 29219. Mr. Faulds is Executive Vice President of
BCBS.
(3) Robert A. Leichtle, I-20 at Alpine Road, Columbia, South
Carolina 29219. Mr. Leichtle is the Senior Vice President and
Treasurer of BCBS.
(4) Helen E. Clawson, Charleston, South Carolina. Mrs. Clawson is
an attorney and a director of BCBS.
(5) Harry R. Easterling, Bennettsville, South Carolina. Mr.
Easterling is an attorney and a director of BCBS.
(6) Paul F. Foerster, Spartanburg, South Carolina. Mr. Foerster is
retired and a director of BCBS.
(7) E. Erwin Maddrey II, Greenville, South Carolina. Mr. Maddrey
is President of Delta Woodside Industries, Inc. (a Greenville,
South Carolina textile manufacturer) and a director of BCBS.
(8) Leo R. Maguire, Lancaster, South Carolina. Mr. Maguire is
retired and director of BCBS.
(9) Robert D. Mathews, Greenville, South Carolina. Mr. Mathews is
retired and a director of BCBS.
(10) Robert V. Royall, Jr., Columbia, South Carolina. Mr. Royall is
Chairman of the Board of NBSC Corporation (a Columbia, South
Carolina bank holding company) and a director of BCBS.
(11) Joseph F. Sullivan, Camden, South Carolina. Mr. Sullivan is
retired and Chairman of the Board of Directors of BCBS.
(12) John M. Trask, Jr., Beaufort, South Carolina. Mr. Trask is
Chairman of First Carolina Corporation (a Beaufort, South
Carolina, real estate developer) and a director of BCBS.
(13) E. Craig Wall, Jr., Conway, South Carolina. Mr. Wall is
President of Canal Industries, Inc., (a Conway, South Carolina
forest products company) and a director of BCBS.
B. Companion HealthCare Corporation ("Companion") is a corporation
organized under the laws of the State of South Carolina. Its principal business
is the operation of a health maintenance organization and it is a wholly-owned
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Schedule 13D Page 6 of 8 Pages
subsidiary of BCBS. Its address is I-20 at Alpine Road, Columbia, South Carolina
29219. The executive officers and directors of Companion are as follows:
(1) M. Edward Sellers, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Sellers is Chairman of the Board of Directors
and President of Companion.
(2) Thomas G. Faulds, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Faulds is Executive Vice President and a
director of Companion.
(3) Harvey L. Galloway, Jr., I-20 at Alpine Road, Columbia, South
Carolina. Mr. Galloway is Senior Vice President, Chief
Operating Officer and a director of Companion.
(4) Charles P. Cannon, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Cannon is a director of Companion.
(5) Joseph F. Sullivan, Camden, South Carolina. Mr. Sullivan is
retired and the Chairman of the Board of Directors of BCBS and
is a director of Companion.
C. Companion Property and Casualty Insurance Company ("CPCI") is a
corporation organized under the laws of the State of South Carolina. Its
principal business is property and casualty insurance and it is a wholly-owned
subsidiary of BCBS. Its address is I-20 at Alpine Road, Columbia, South Carolina
29219. The executive officers and directors of Companion are as follows:
(1) M. Edward Sellers, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Sellers is Chairman of the Board of Directors
and President of CPCI.
(2) Thomas G. Faulds, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Faulds is Executive Vice President and a
director of CPCI.
(3) Charles M. Potok, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Potok is Executive Vice President, Chief
Operating Officer and a director of CPCI.
(4) Robert A. Leichtle, I-20 at Alpine Road, Columbia, South
Carolina. Mr. Leichtle is the Treasurer and a director of
CPCI.
(5) Joseph F. Sullivan, Camden, South Carolina. Mr. Sullivan is
retired and the Chairman of the Board of Directors of BCBS and
a director of CPCI.
D. None of BCBS, Companion or CPCI nor any of their executive officers
or directors listed above have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it, he or she was or is subject to
any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, state or federal securities laws
or finding any violation with respect to such laws.
All of the individuals named above are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
See previous filings.
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Schedule 13D Page 7 of 8 Pages
Item 4. Purpose of Transaction
The purpose of the acquisition of the securities by Companion and CPCI
is for investment, and to assist the Issuer in expanding facilities used by
subscribers of Companion and BCBS in conjunction with services offered by
Companion and BCBS and to assure access to such facilities and related services.
Companion may acquire additional shares of the Issuer's common stock by exercise
of its option described in Item 5. None of BCBS, Companion or CPCI presently
have any plans to acquire additional shares although any or all may do so.
Companion and CPCI have requested that the Issuer's board of directors
be expanded and that their representatives be appointed to fill the newly
created seats. On August 21, 1996 the Issuer's board of directors increased the
board of directors from five to seven and appointed Thomas G. Faulds and Ashby
M. Jordan, both employees of Companion's parent company, BCBS, to fill the new
positions.
Item 5. Interest in Securities of the Issuer
Companion is the record and beneficial owner of 2,006,442 shares, or
41.7%, of the Issuer's common stock, with respect to which it has sole voting,
investment and dispositive power. CPCI is the record and beneficial owner of
218,181 shares, or 4.5%, of the Issuer's common stock, with respect to which it
has sole voting, investment and dispositive power. BCBS may be deemed to have
indirect beneficial ownership of the same shares by virtue of its ownership of
all of the stock of and ability to elect all of the directors of Companion and
CPCI; nevertheless, BCBS disclaims such beneficial ownership and hereby declares
that pursuant to Rule 13d-4, the filing of this Schedule 13D shall not be
construed as an admission that BCBS is the beneficial owner of any of the shares
covered by such filing.
No other person named in Item 2 is the beneficial owner of any of the
common stock of the Issuer.
The Issuer has granted Companion the option to purchase additional
shares of its common stock to permit it to own up to 47% of the outstanding
common stock of the Issuer. If the option is exercised in conjunction with the
sales of common stock by the Issuer to third parties (except where the third
party sales are compensation, or result from options granted as compensation, to
employees of Issuer), the option may be exercised for the average per share
price of sales to third parties. Otherwise the purchase price is the average
closing bid price or such other price as may be agreed upon.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See the last paragraph of Item 5 above.
Item 7. Material to be Filed as Exhibits
(a) Copy of the written agreement relating to the filing of joint
acquisition statements.
(b) Stock Purchase Agreement dated as of December 7, 1993, by and
between Companion and the Issuer.*
(c) Stock Purchase Agreement dated November 3, 1995 by and between
Companion and the Issuer.*
*Previously filed
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Schedule 13D Page 8 of 8 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this amended statement is true, complete
and correct.
BLUE CROSS AND BLUE SHIELD
OF SOUTH CAROLINA
August 26, 1996
____________________ By:M. Edward Sellars
Date President and Chief Executive
Officer
COMPANION HEALTHCARE
CORPORATION
August 26, 1996
____________________ By:M. Edward Sellars
Date President
COMPANION PROPERTY AND CASUALTY
INSURANCE COMPANY
August 26, 1996
____________________ By:M. Edward Sellars
Date President
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Exhibit (a)
AGREEMENT TO FILE SCHEDULES 13D JOINTLY
Pursuant to the requirements of Rule 13d-1(f)(1)(iii), the undersigned
hereby agree that whenever one or more of them is required to file a statement
containing the information required by Schedule 13D (or an amendment thereto)
relating to shares of UCI Medical Affiliates, Inc., which Schedule 13D relates
as to each of them to the same securities, they agree that only one such
statement shall be filed on behalf of all such persons containing the required
information with regard to each such person.
Dated this 26th day of August, 1996.
BLUE CROSS AND BLUE SHIELD
OF SOUTH CAROLINA
By: M. Edward Sellars
President and Chief Executive
Officer
COMPANION HEALTHCARE CORPORATION
By: M. Edward Sellars
President
COMPANION PROPERTY AND CASUALTY
INSURANCE COMPANY
By: M. Edward Sellars
President
