UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
Notice of Annual Meeting of Stockholders
To be held May 5, 1998
The Annual Meeting of the Stockholders of UICI (the "Company"), a Delaware
corporation, will be held at The Renaissance Dallas North Hotel, 4099 Valley
View Lane, LBJ @ Midway, Dallas, Texas, on Tuesday, May 5, 1998 at 1:00 o'clock
P.M., Central Daylight Time, for the following purposes:
1. To elect eight (8) directors of the Company to hold office until the next
annual meeting of stockholders and until their respective successors are
chosen and qualified.
2. To ratify the appointment of Ernst & Young LLP as independent public
accountants to audit the accounts of the Company for the fiscal year ending
December 31, 1998.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed March 12, 1998 as the record date for the
meeting. Holders of the Company's Common Stock of record at the close of
business on such date will be entitled to notice of and to vote at such meeting
or any adjournment thereof. The stock transfer books will not be closed.
The Company will supply, upon written request and without charge, a copy of
the Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Requests for the report should be directed to Investor Relations,
UICI, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244.
By order of the Board of Directors
Robert B. Vlach
Secretary
Date: April 7, 1998
---------
IMPORTANT
Unless you expect to be present at the meeting, please fill in, sign and
mail the enclosed Proxy which requires no postage if mailed in the United
States. Your prompt response will assure a quorum at the meeting, saving your
Company the expense of further solicitation of proxies.
<PAGE>
UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
----------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
----------------------------
This statement is furnished to the stockholders of UICI (the "Company") in
connection with the Board of Directors' solicitation of proxies to be used at
the Annual Meeting of Stockholders on May 5, 1998 at The Renaissance Dallas
North Hotel, 4099 Valley View Lane, LBJ @ Midway, Dallas, Texas, and at any
adjournment thereof. All proxies delivered pursuant to this solicitation are
revocable at the option of the person executing the same at any time before the
proxy is voted. Proxies in the form enclosed, unless previously revoked, will be
voted at the meeting. Where a choice or instruction is specified by the
stockholder thereon, the proxy will be voted in accordance with such
specification. Where a choice or instruction is not specified by such
stockholder, the proxy will be voted as recommended by the Board of Directors.
The Company's Common Stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol: UICI. This proxy statement is being mailed
on or about April 7, 1998 to stockholders of record at the close of business on
March 12, 1998, who are the only stockholders entitled to receive notice of and
to vote at the meeting. At March 12, 1998 the Company had outstanding 46,228,941
shares of common stock. Each share of the outstanding common stock is entitled
to one vote. A simple majority of the total shares outstanding is required to
elect directors and ratify or approve the other items being voted on at this
time.
1. ELECTION OF DIRECTORS
The Board of Directors (the "Board") has fixed the number of directors for
the ensuing year at eight (8). At the meeting, it is intended that such number
of directors will be elected to hold office until the next Annual Meeting of
Stockholders and until their respective successors are chosen and qualified. It
is intended that the proxies will be voted to elect as directors the nominees
listed below. Although the Board does not anticipate that any of such nominees
will be unable to serve as a director, in the event of such occurrence, the
proxy holders shall have the right to vote for such substitute, if any, as the
present Board of Directors may designate.
NOMINEES
The following table sets forth the name and age of each nominee for
director, his principal occupation for the past five years, the year he became a
director of the Company, the number of shares of common stock of the Company
which he beneficially owned as of March 12, 1998 and the percentage of the
outstanding shares of common stock which that number of shares represents.
1
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================
Year First Shares of Common
Nominee, Principal Occupation, Age and Elected Stock Beneficially Percent
Directorships Director Owned 3/12/98 of Class
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RONALD L. JENSEN has served as President and Chief 1983 8,258,986(1) 17.9%
Executive Officer ("CEO") of the Company since
September 1997 and as Chairman of the Board of
Directors and its predecessor Company since December
1983. Mr. Jensen served as President of the Company IN
1993 and 1994. Mr. Jensen is a member of the
Executive and Stock Option Committees of the Board of
Directors. Mr. Jensen is the sole owner of United Group
Association, Inc. ("UGA Inc.").
Age: 67
GARY L. FRIEDMAN, has served as a Director of the 1984 131,951(2)(3) (4)
Company since 1984. He is a member of the Stock
Option Committee of the Board of Directors. Mr.
Friedman has served as Director and Treasurer of UGA
Inc. since 1985, and as Secretary of UGA Inc. since
1990. From 1994 until 1997, Mr. Friedman served as a
Director and Secretary of Matrix Telecom, Inc.
Age: 43
J. MICHAEL JAYNES has served as a Director of the 1989 26,075 (4)
Company since 1989. He is a member of the Audit and
Stock Option Committees of the Board of Directors. Mr.
Jaynes has been a sole practitioner of law in Irving, Texas
since 1974.
Age: 50
RICHARD J. ESTELL has served as Executive Vice 1989 76,711(5) (4)
President and Director of the Company since 1989. He is
a member of the Executive, Investment and Audit
Committees of the Board of Directors. Mr. Estell has
served as Chairman of the Board for Mid-West National
Life Insurance Company of Tennessee ("Mid-West") and
The MEGA Life and Health Insurance Company ("MEGA")
and as President of MEGA since 1989. He has served as
Chairman of the Board of The Chesapeake Life Insurance
Company ("Chesapeake") since 1991. He has also served
as a Director and President of National Managers Life
Insurance Company, Inc. ("National Managers") since
1992. He has served as a Director of Fidelity First
Insurance Company ("Fidelity") since 1997.
Age: 52
RICHARD T. MOCKLER has served as a Director of the 1991 7,340 (4)
Company since 1991. Mr. Mockler is a member of the
Audit Committee of the Board of Directors. Mr. Mockler
retired as a partner with Ernst & Young, LLP, CPAs, in
1989, after 27 years of service. He has served as a
member of the Board of Directors of Georgetown Rail
Equipment Company since 1994 and as Treasurer since
October 1996. Mr. Mockler served as a Director of
Snead Research Labs from 1995 until January 1998 and
as Treasurer from October 1996 until January 1998.
Age: 60
==================================================================================================================
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
==================================================================================================================
Year First Shares of Common
Nominee, Principal Occupation, Age and Elected Stock Beneficially Percent
Directorships Director Owned 3/12/98 of Class
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VERNON R. WOELKE has served as a Director of the 1991 158,123(5) (4)
Company since 1991 and as Vice President and Treasurer
since 1985. Mr. Woelke is a member of the Executive
and Investment Committees of the Board of Directors. He
has served as a Director of MEGA since 1988 and as Vice
President since 1991; and as President of Mid-West since
1988 and as a Director since 1987. He has also served
as a Director and Executive Vice President of Chesapeake
since 1991. Mr. Woelke has served as a Director and
Treasurer of National Managers since 1992; as a Manager
of United Membership Marketing Group, Ltd. Liability Co.
since 1993; as a Director and President of United Group
Reinsurance, Inc. since 1995; as a Director of Fidelity
since 1996; and as a Director of United Credit National
Bank since 1997.
Age: 49
CHARLES T. PRATER has served as a Vice President of 1996 105,397(5) (4)
the Company since 1993 and as a Director since 1996.
Mr. Prater is Chairman of the Investment Committee of
the Board of Directors. Mr. Prater has served as Vice
President of Mid-West since 1987, Vice President of
MEGA since 1991, Director of MEGA and Mid-West since
1990 and Vice President and Director of Chesapeake
since 1991. He has served as Chairman of the Board and
President of Fidelity since 1996.
Age: 46
JOHN E. ALLEN has served as a Director of the Company 1997 61,548(5)(6) (4)
since 1997. He has served as President and Director of
Amli Realty Co. since 1981 and as Vice-Chairman of the
Board of Trustees of Amli Residential Properties Trust
since 1994. Prior to co-founding Amli Realty Co. in 1980,
Mr. Allen was a partner in the Chicago law firm of Mayer,
Brown & Platt.
Age: 61
==================================================================================================================
</TABLE>
- ---------------
(1) Does not include shares owned directly or indirectly by Mr. Jensen's five
adult children, or shares owned by the R.L. Jensen Foundation Charitable
Trust as to which Mr. Jensen disclaims beneficial ownership. Mr. Jensen's
adult children directly own in the aggregate approximately 5.8% of the
outstanding common stock. Mr. Jensen's adult children are also the
stockholders of Onward and Upward, Inc., which owns approximately 6.7% of
the outstanding common stock.
(2) Includes shares of common stock held as of March 12, 1998 by the Trustees
of a retirement trust.
(3) Includes 1,200 shares indirectly owned by Mr. Friedman through his interest
in a partnership.
(4) Owns less than 1% of the outstanding common stock.
(5) Includes shares of common stock held as of March 12, 1998 by the Trustees
under the Company's Employee Stock Ownership and Savings Plan. (The shares
held under the Plan purchased with contributions made by the Company are
subject to the vesting requirements of the Plan.)
(6) Includes 17,624 options under the Company's 1996 Special Stock Option Plan;
does not include shares owned directly by Mr. Allen's four adult children
as to which Mr. Allen disclaims beneficial ownership.
3
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the name and address of each person known by
management to own beneficially five percent or more of the Company's common
stock as of March 12, 1998, the number of shares beneficially owned by such
person and the percent of the class so owned and the amount of common stock
beneficially owned by all directors and officers as a group and the percent of
the class so owned.
<TABLE>
<CAPTION>
Amount
Beneficially Percent
Title of Class Name & Address Owned of Class
- -------------- -------------- ------------ --------
<S> <C> <C>
Common Stock Ronald L. Jensen 8,258,986(1) 17.9%
4001 McEwen Dr., Suite 200
Dallas Texas 75244
Common Stock Onward and Upward, Inc. 3,110,760 6.7%
2121 Precinct Line Road
Hurst, Texas 76054
Common Stock T. Rowe Price Associates 2,899,940 6.3%
100 East Pratt Street
Baltimore, Maryland 21202
Common Stock Fidelity Management & 2,629,100 5.7%
Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Common Stock All officers and directors 8,865,299(1)(2)(3)(5)(6) 19.2%
as a group (10 individuals)
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
executive and certain officers, and any persons holding more than ten percent of
the Company's common stock are required to report their ownership of the
Company's common stock and any changes in that ownership to the Securities and
Exchange Commission (the "Commission") and, in the Company's case, the National
Association of Securities Dealers, Inc. Specific due dates for these reports
have been established and the Company is required to report in this proxy
statement any failure to file by these dates during 1997. All of these filing
requirements were satisfied by the Company's directors, officers and ten percent
holders. In making this statement, the Company has relied on the written
representations of its incumbent directors, officers and ten percent holders and
copies of the reports filed with the Commission.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended December 31, 1997, the Board of Directors of
the Company met six times and took action on other occasions by unanimous
consent of its members.
The Audit Committee consists of three directors: namely, Richard J. Estell,
J. Michael Jaynes and Richard T. Mockler. The Committee held two meetings during
1997. The Audit Committee recommends engagement of the independent auditors,
considers the fee arrangement and scope of the audit, reviews the financial
statements and the independent auditors' report, reviews the activities and
recommendations of the Company's internal financial and accounting staff,
considers comments made by the independent auditors with respect to the
Company's internal control structure, and reviews internal accounting procedures
and controls with the Company's financial and accounting staff.
4
<PAGE>
The Executive Committee consists of three directors: namely, Ronald L.
Jensen, Richard J. Estell and Vernon R. Woelke. The Committee did not meet
during 1997 but took action on numerous occasions by unanimous consent of its
members. The Executive Committee has all of the authority of the full Board of
Directors in the management of the business and affairs of the Company.
The Investment Committee consists of three directors: namely, Richard J.
Estell, Vernon R. Woelke and Charles T. Prater, and one non-director member,
Mark D. Hauptman. The Committee met four times during 1997. The Investment
Committee oversees the Company's investments.
The Stock Option Plan Committee did not meet during 1997. Ronald L. Jensen,
Gary L. Friedman and J. Michael Jaynes have been committee members since the
last annual meeting. The Committee administers the Stock Option Plan.
The Company does not have a Nominating Committee. Board of Director
nominees are proposed by existing Board members and Company management.
COMPENSATION OF DIRECTORS
The two outside directors of the Company, J. Michael Jaynes and Richard T.
Mockler, are entitled to receive compensation for each Board meeting and each
Audit Committee meeting attended. During 1997, Messrs. Jaynes and Mockler
received $1,500 for each Board meeting attended and $750 for each Audit
Committee meeting attended as compensation for their services.
EXECUTIVE COMPENSATION
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors is not directly involved in the executive
compensation policies of the Company. Mr. Jensen performs the duties of the
compensation committee and informs the Board of Directors of the proposed
compensation for the executive officers of the Company. The factors considered
by Mr. Jensen include the individual's contribution to the long-term financial
goals of the Company, his perception of the individual's potential to contribute
to the future of the Company, planned or actual changes in functional
responsibility, and other factors which he considers important.
Submitted by the Company's Board of Directors:
Ronald L. Jensen Gary L. Friedman
Richard J. Estell J. Michael Jaynes
Richard T. Mockler Vernon R. Woelke
John E. Allen Charles T. Prater
5
<PAGE>
The table below discloses compensation information for the CEO and the
four other most highly compensated executive officers for services rendered in
all capacities during the fiscal years ended December 31, 1997, 1996, and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term All Other
Compensation Compen-
Name and Principal Annual Compensation Restricted Stock sation
Position Year Salary ($) Bonus($) Other ($) Awards(a)($) (b)(e)($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald L. Jensen, 1997 1 --- --- --- ---
President & CEO and 1996 1 --- --- --- ---
Director(c) 1995 1 --- --- --- ---
W. Brian Harrigan, 1997 228,303 143,719 --- --- 9,962
President & CEO and 1996 279,994 122,858 --- --- 9,000
Director(c) 1995 226,538 --- 65,359(d) 62,000 8,738
Richard J. Estell, 1997 223,078 273,001 --- --- 12,012
Executive Vice 1996 200,000 516,838 --- --- 9,000
President and Director 1995 200,000 282,009 --- --- 11,023
Charles T. Prater, 1997 119,995 199,323 --- --- 8,788
Vice President and 1996 119,995 109,971 --- --- 8,111
Director 1995 119,514 126,211 --- 62,000 10,140
Vernon R. Woelke, 1997 125,000 10,443 --- --- 10,127
Vice President, Treasurer 1996 106,769 41,548 --- --- 8,899
and Director 1995 95,000 35,269 --- --- 9,729
Robert B. Vlach, Vice 1997 120,769 10,443 --- --- 9,873
President, Secretary 1996 115,000 24,970 --- --- 8,309
and General Counsel 1995 115,284 21,211 --- --- 10,212
</TABLE>
Footnotes
- ---------
(a) This column shows the market value of restricted stock issued on date of
grant less amount paid, if any, by the individuals listed in the table.
Dividends are paid, if any, to holders with respect to restricted stock at
the same rate paid to all stockholders. The aggregate holdings/value of
restricted stock, less amount paid, if any, on December 31, 1997 by the
individuals listed in this table, are: Charles T. Prater, 17,600
shares/$551,400; and Vernon R. Woelke, 6,400 shares/$211,200.
(b) Includes Company contributions to its Employee Stock Ownership and Savings
Plan.
(c) W. Brian Harrigan resigned his positions as President and CEO effective
September 30, 1997. Mr. Jensen was elected to these positions effective
September 30, 1997 to fill the vacancies created by Mr. Harrigan's
resignation.
(d) The Company made payments on W. Brian Harrigan's behalf related to his
relocation.
(e) Includes funds contributed by the Company into its Medical Savings Account
Health Insurance Plan.
The Company did not grant any stock options to the named executive officers
during 1997 and there are no unexercised options at December 31, 1997. During
1997, Mr. Vlach exercised 16,000 options with a value of $468,000.
6
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
THE GRAPH BELOW DEMONSTRATES A COMPARISON OF CUMULATIVE TOTAL RETURNS FOR
THE COMPANY AS COMPARED WITH THE NASDAQ STOCK MARKET INDEX AND THE NASDAQ
INSURANCE STOCKS INDEX.
[GRAPH]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UICI 100 129 172 382 658 706
- ---------------------------------------------------------------------------------------
NASDAQ STOCK MARKET INDEX 100 115 112 159 195 240
- ---------------------------------------------------------------------------------------
NASDAQ INSURANCE STOCKS INDEX 100 107 101 143 163 239
- ---------------------------------------------------------------------------------------
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1992 IN UICI COMMON STOCK, THE NASDAQ
STOCK MARKET INDEX AND THE NASDAQ INSRUANCE STOCKS INDEX.
7
<PAGE>
EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
The Company has an Employee Stock Ownership and Savings Plan which permits
the Company to make contributions on behalf of eligible employees either in the
form of Shares of the Company or in cash which is invested in such Shares,
thereby increasing the employees' ownership in the Company. Shares contributed
to the Plan or purchased with the Company's contributions are allocated to the
participant's account on a monthly basis and forfeitures are allocated to
employees who are participants on the last day of the Plan Year based upon the
ratio of each participant's annual credited compensation (up to $40,000) to the
total annual credited compensation of all participants entitled to share in such
contributions for such Plan Year. Each participant's vested interest in the Plan
is at all times nonforfeitable and is distributable only upon hardship
withdrawal, death, or termination of employment.
EMPLOYEE STOCK OPTION PLAN
UICI has a stock option plan which provides options on 1,600,000 shares of
Common Stock for granting to officers, key employees and certain eligible
non-employees at fair market value at the date of grant. There were no options
outstanding under the plan as of December 31, 1997.
In connection with the acquisition of Amli Realty Co. ("ARC") in November
1996, the Company established the 1996 Special Stock Option Plan. The purpose of
the Plan is to provide non-qualified stock options to those employees of ARC
surrendering their then current ARC non-qualified stock options for cancellation
pursuant to a stock exchange agreement entered into in November 1996 by the
Company and ARC. At December 31, 1997, the total number of shares of Common
Stock of the Company reserved for issuance under the plan was 60,591.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective January 1, 1997, the Company acquired the agency force and
certain assets of UGA Inc. for a price equal to the net book value of the
tangible assets acquired and assumed certain agent commitments of $3.9 million.
UGA Inc. is owned 100% by Mr. Jensen. The tangible assets acquired consist
primarily of agent debit balances, a building, and related furniture and
fixtures having a net book value of $13.1 million, which approximates fair
market value of the tangible assets.
In 1997, UGA Inc. received commissions from insurance subsidiaries of AEGON
with respect to insurance policies that the Company coinsures. In 1997, UGA Inc.
received $34.1 million in such commissions. In 1997, through the coinsurance
agreements with AEGON, the amount of these commissions received by UGA Inc.
attributable to the Company was $20.4 million.
Prior to 1997, UGA Inc. marketed products which were directly underwritten
by insurance subsidiaries of the Company. During 1997, the Company paid
commissions of $9.2 million relating to such insurance.
Effective January 1, 1997, Core Marketing, Ltd., a company owned by Mr.
Jensen's five adult children, generated sales leads for agents of the Company.
Prior to January 1, 1997, these leads were provided by UGA Inc. In 1997, the
Company paid $17.7 million for leads.
During 1993, the Company entered into an agreement with Mr. Jensen to
participate in an interest in a company which has developed a paperless claims
system. Until the long-term viability of that company is determined, the Company
has written off its investment of $6.1 million over the past four years. The
Company incurred losses of $1.4 million in 1997.
In November 1994, the Company extended a $10.0 million line of credit to a
related company of which Mr. Jensen has an ownership interest. The terms of the
line of credit were renegotiated in 1997 so that the interest rate decreased to
prime from prime plus four percent (4%), maturing December 31, 1998 instead of
September 30, 1998. The line of credit is collateralized by certain common
stock. During
8
<PAGE>
1997, the related company repaid $2.5 million leaving a balance of $7.5 million
outstanding at December 31, 1997. The collateral had a market value of $12.1
million at December 31, 1997.
During 1997, the Company sold three subsidiaries and certain assets of a
subsidiary to Mr. Jensen for a price equal to the net book value of the tangible
assets totaling $1.2 million.
During 1995, the Company and UGA Inc. entered into an agreement whereby the
Company receives a 20% interest in the profits or losses relating to certain
lead activities of UGA Inc. The Company had profits of $1.1 million in 1997 on
these activities.
Mr. Jensen and his five adult children own a controlling interest in AVTEL
Communications, Inc. ("AVTEL"), a telephone company. The Company paid $2.1
million to AVTEL for long distance telephone services rendered in 1997.
Impact Productions ("Impact") is wholly-owned by one of Mr. Jensen's adult
children. The Company paid Impact $119,000 for marketing and advertising
services in 1997.
Netiquette Enterprises Technologies, Inc. ("Netiquette") provides computer
supplies and services to a subsidiary of the Company. One of the five adult
children of Mr. Jensen has an interest in Netiquette. In 1997, the Company paid
Netiquette $63,000.
Mr. Jensen and one of his five adult children own a majority interest in
Touchstone Motivation Group ("Touchstone"), a company which provides travel
related services. In 1997, the Company paid Touchstone $229,000 for travel
services.
Onward and Upward, Inc. ("Onward and Upward") and the five adult children
of Mr. Jensen own a minority interest in two subsidiaries of the Company. Onward
and Upward and the five adult children of Mr. Jensen have granted the Company a
right of first refusal to purchase their ownership interests based on a
predetermined formula, and have the right to require the Company to purchase
their ownership in the subsidiaries' stock at prices based on the same
predetermined formula which approximates GAAP book value.
John E. Allen, a Director of the Company, has outstanding debt owed to a
subsidiary of the Company in the amount of $305,000 at December 31, 1997, which
was also the largest amount of debt owed by him to the Company's subsidiary
during 1997. The outstanding amount of the debt at March 15, 1998 was $213,000.
The debt was incurred in connection with the purchase of restricted stock of the
Company. The debt bears interest at a range of 4% to 6.25% and interest is due
quarterly.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors reappointed the firm of Ernst & Young LLP as the
Company's independent auditors to audit the financial statements of the Company
for the fiscal year ending December 31, 1998. In recommending ratification by
the stockholders of the appointment of Ernst & Young LLP, the Board of Directors
has satisfied itself as to that firm's professional competence and standing.
Representatives of Ernst & Young LLP are not expected to be present at the
Annual Meeting.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE STOCKHOLDERS
VOTE "FOR" THIS RATIFICATION.
9
<PAGE>
3. OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought
before the meeting. However, if any matter not known is presented at the
meeting, it is the intention of the persons named in the accompanying form of
proxy to vote with respect to any such matters in accordance with their best
judgment.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders to be held in 1999 must be received by the Company on or
before November 30, 1998 for inclusion in the Company's Proxy Statement and form
of proxy relating to that Annual Meeting.
EXPENSES OF SOLICITATION
The Company will bear the cost of solicitation of proxies. The solicitation
of proxies by mail may be followed by telephoning or other personal solicitation
of certain stockholders and brokers by some officers or other employees of the
Company. The Company will request banks and brokers or other similar agents or
fiduciaries to transmit the proxy material to the beneficial owners for their
voting instructions and will reimburse them for their reasonable expenses in so
doing.
By Order of the Board of Directors
Robert B. Vlach, Secretary
Date: April 7, 1998
---------------
IT IS URGED THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE
URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY.
10
<PAGE>
UICI
PROXY
4001 MCEWEN DRIVE, SUITE 200, DALLAS, TEXAS 75244
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Connie Palacios and Robert B. Vlach as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all the shares of common
stock of UICI held of record by the undersigned on March 12, 1998 at the annual
meeting of stockholders to be held on May 5, 1998 or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed below (except as
marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees
listed below [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Ronald L. Jensen, J. Michael Jaynes, Vernon R. Woelke, Gary L. Friedman,
Richard T. Mockler, Charles T. Prater, Richard J. Estell, John E. Allen
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP as the independent
public accountants for the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on other side)
<PAGE>
(Continued from other side)
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be voted
for Proposals 1 and 2. Please sign exactly as name appears on the label below.
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
Dated , 1998
-------------------------------
Signature
---------------------------------
Signature
---------------------------------
PLEASE MARK, SIGN, DATE AND RETURN PROXY
CARD PROMPTLY.
<PAGE>
UICI
PROXY
4001 MCEWEN DRIVE, SUITE 200, DALLAS, TEXAS 75244
VOTING INSTRUCTIONS TO ESOP TRUSTEES
The undersigned participant in the UICI Employee Stock Ownership and
Savings Plan (the "ESOP") hereby instructs the Trustees of the ESOP to vote as
directed herein all shares of common stock of UICI held of record on March 12,
1998 by the Trustees for the undersigned participant's account under the ESOP.
Such shares are to be voted in person or by proxy by the Trustees at the annual
meeting of stockholders to be held on May 5, 1998 or any adjournment thereof.
The substance of the proxy solicited on behalf of the Board of Directors is set
forth below.
1. ELECTION OF DIRECTORS FOR all nominees listed below (except as
marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees
listed below [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.) Ronald L. Jensen, J. Michael
Jaynes, Vernon R. Woelke, Gary L. Friedman, Richard T. Mockler, Charles T.
Prater, Richard J. Estell, John E. Allen
2. PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP as the independent
public accountants for the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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<PAGE>
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3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy when properly executed will direct the Trustees of the Employee Stock
Ownership Plan to vote in the manner directed herein. If no direction is made by
an ESOP participant, the shares so held by the ESOP for such participant will be
voted by the Trustees in the ratio of the results of the Instructions received
by the Trustees.
Please sign exactly as name appears on the label below.
Dated , 1998
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Signature
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PLEASE MARK, SIGN, DATE AND RETURN
PROXY CARD PROMPTLY.
