<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
From the transition period from to .
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Commission File No. 0-14320
UICI
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(Exact name of registrant as specified in its charter)
Delaware 75-2044750
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 960-8497
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 7, 1997 was $1,051.4 million.
The number of shares outstanding of $0.01 par value Common Stock, as of March
7, 1997 was 45,130,859.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual proxy statement for the annual meeting of stockholders
are incorporated by reference into Part III.
1
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
AMENDED
The Company's Common Stock trades on the Nasdaq National Market tier
of The Nasdaq Stock Market ("NASDAQ") under the Symbol "UICI". The table below
sets forth on a per share basis, for the period indicated, the high and low
closing sales prices of the Common Stock on Nasdaq. The stock prices for the
first quarter of 1995 have been restated to reflect the four-for-one stock
split effective June 1, 1995.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING DECEMBER 31, 1995 HIGH LOW
- ------------------------------------ -------- ---------
<S> <C> <C>
1st Quarter ................................. $ 10 3/8 $ 8 9/16
2nd Quarter ................................. 15 3/8 10 3/16
3rd Quarter ................................. 15 5/8 12 3/8
4th Quarter ................................. 19 14
FISCAL YEAR ENDING DECEMBER 31, 1996
- ------------------------------------
1st Quarter ................................. $ 23 1/2 $ 19
2nd Quarter ................................. 22 3/4 19 5/8
3rd Quarter ................................. 27 1/4 20 5/8
4th Quarter ................................. 33 5/8 25 1/4
</TABLE>
As of February 28, 1997, there were approximately 9,100 holders of
record of Common Stock.
The Company has not paid cash dividends on its Common Stock to date.
The Company currently intends to retain all future earnings to finance
continued expansion and operation of its business and subsidiaries. Any
decision as to the payment of dividends to the stockholders of the Company will
be made by the Company's Board of Directors and will depend upon the Company's
future results of operations, financial condition, capital requirements and
such other factors as the Board of Directors considers appropriate.
In addition, dividends paid by the domestic insurance subsidiaries of
the Company to the Company out of earned surplus in any year without prior
approval of state regulatory authorities are limited by the laws and
regulations of the state of domicile. Prior approval by state regulatory
authorities is required for the payment of dividends by domestic insurance
companies which exceed the limits set by the laws of the state of domicile.
See Note H of the Notes to Consolidated Financial Statements included in this
Report.
In November 1996, the Company acquired through a stock exchange 100%
of Amli Realty Co. ("ARC"). Pursuant to the stock exchange agreement, the
Company issued an aggregate of 1,634,876 shares of Common Stock to the
stockholders of ARC and issued options to purchase an aggregate of 91,150
shares of Common Stock to persons who held options to acquire shares of ARC
stock. Exemption from registration for this issuance was claimed pursuant to
Section 4(2) of the Securities Act of 1933, as amended, as a private placement
pursuant to a privately negotiated transaction.
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Part III, Item 10 - Amended
Directors and Executive Officers of the Registrant -
See the Company's Proxy Statement filed on April 3, 1997 Annual
Meeting of Stockholders, of which the subsection entitled "Nominees" and the
subsection entitled "Beneficial Ownership of Common Stock" are incorporated
herein by reference.
<PAGE> 4
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
UICI
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(Registrant)
Date April 3, 1997 By /s/ W. Brian Harrigan
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W. Brian Harrigan, President
Pursuant to the requirements of Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ Ronald L. Jensen Date April 3, 1997
- ------------------------------------------------- --------------------
Ronald L. Jensen, Chairman of the Board
and Director
/s/ W. Brian Harrigan Date April 3, 1997
- ------------------------------------------------- --------------------
W. Brian Harrigan, President (Principal
Executive Officer) and Director
/s/ Vernon R. Woelke Date April 3, 1997
- ------------------------------------------------- --------------------
Vernon R. Woelke, Vice President, Treasurer
(Principal Financial Officer and
Principal Accounting Officer) and Director
/s/ Richard J. Estell Date April 3, 1997
- ------------------------------------------------- --------------------
Richard J. Estell, Director and
Executive Vice President
/s/ J. Michael Jaynes Date April 3, 1997
- ------------------------------------------------- --------------------
J. Michael Jaynes, Director
/s/ Richard T. Mockler Date April 3, 1997
- ------------------------------------------------- --------------------
Richard T. Mockler, Director
/s/ Gary L. Friedman Date April 3, 1997
- ------------------------------------------------- --------------------
Gary L. Friedman, Director
/s/ Charles T. Prater Date April 3, 1997
- ------------------------------------------------- --------------------
Charles T. Prater, Vice President and Director
</TABLE>
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