UICI
8-K, 1998-05-04
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K





                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934





Date of Report (Date of earliest event reported)         May 4, 1998
                                                         -----------

                                      UICI
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                      0-14320                 75-2044750
           --------                      -------                 ----------
  (State or other jurisdiction       (Commission File           (IRS Employer
of incorporation or organization          Number)            Identification No.)

4001 McEwen Drive, Suite 200, Dallas, Texas                         75244
- -------------------------------------------                         -----
 (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:  (972) 392-6700
                                                     --------------




                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>



Item 5. OTHER EVENTS

     On April 24, 1998,  UICI  announced  earnings for the first quarter of 1998
would be less  than the  operating  earnings  of $0.44  per  share for the first
quarter of 1997 and would not meet analyst expectations.


Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
     AND EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                    Page
Number            Description of Exhibit                                  Number
- ------            ----------------------                                  ------


<S>         <C>                                                            <C>
 99.1       Press release announcing 1998 first quarter earnings to be lower
                than expected                                              4
</TABLE>

                                        2

<PAGE>


SIGNATURES



         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.





                                                     UICI
                                                 (Registrant)

Date   May 4, 1998                   By  /s/ Ronald L. Jensen
      -----------------                  ---------------------------------------
                                         Ronald L. Jensen
                                          Chairman of the Board, President
                                          and Director



Date  May 4, 1998                     By  /s/ Warren B. Idsal
      -----------------                  ---------------------------------------
                                         Warren B. Idsal
                                          Vice President and Chief
                                          Financial Officer

                                        3

<PAGE>




                                      UICI
- --------------------------------------------------------------------------------




                                                 Contact: Warren B. Idsal
                                                          UICI
News Release                                              4001 McEwen, Suite 200
- -----------------------------------------------------     Dallas, Texas 75244
                                                          Phone: (972) 392-6700

(For Immediate Release)


UICI ANNOUNCES FIRST QUARTER EARNINGS TO BE LOWER THAN EXPECTED

DALLAS,  TX,  April 24,  1998----UICI  (the  "Company"  NASDAQ:  UICI)  reported
earnings for the first quarter of 1998 will be less than the operating  earnings
of $0.44 per share  reported  for the  first  quarter  of 1997 and will not meet
analyst  expectations.  The  decrease  is due to  lower  earnings  from the Self
Employed  Agency  Division  (SEA).  The lower  earnings of SEA are the result of
conforming the method used to compute the claim reserves on SEA's  business,  as
explained  below,  and the continuing  losses on certain  managed care products.
UICI will not  report  any write  offs or  restructuring  charges as a result of
these  actions  and  overall  insurance  operations  will  report a profit.  The
operating  profits of the other business units for the first quarter of 1998 are
in line with  expectations.  The Company will  announce the results of the first
quarter on May 5, 1998 prior to the Annual Shareholders Meeting which will be at
1:00 P.M., Central Daylight Time.

UICI indicated in its Annual Report that the claim reserving  method employed by
the  previous  administrator  of a portion of SEA's  insurance  business was not
comparable to the traditional  reserving  methods employed by UICI for its other
self employed health insurance.  While both reserving methods are acceptable for
statutory and GAAP reporting,  UICI's method is the more conservative of the two
methods.  The decision to conform the two methods of computing reserves was made
to avoid  the  confusion  caused  by  employing  two  methods  at a time  when a
continuing  evaluation  of rates and rate  changes are  critical in managing the
block to  profitability.  Conforming the two methods  resulted in an increase in
overall claim reserves approximating $12 million at March 31, 1998.

Also  discussed in the 1997 Annual Report as a major concern of the SEA Division
was that  operating  earnings  were down in this  Division  from the prior  year
because the managed care products sold by a Company agency had an operating loss
in 1997. In addition,  the Company  anticipated that these managed care products
would continue to produce losses in the first and second quarter of 1998.

The  operating  losses for the managed care products were worse than expected in
the first quarter of 1998 while the traditional  indemnity products continued to
produce  acceptable  profits.  The worse  than  expected  results  for the first
quarter  were due to a higher loss ratio on those  managed  care  products  with
lower  deductibles,  and  a  slower  than  anticipated  implementation  of  rate
increases  on the  managed  care  products in part due to  obtaining  regulatory
approval of the rate increases in certain states.  The Company is continuing the
process of redesigning  products,  raising  deductibles and co-payment  amounts,
implementing  approved  rate  increases,  and  reexamining  our  ability to earn
adequate  returns  in certain  states.  It will take three to six months for the
results of these actions to be reflected in the reported financial results.

- --------------------------------------------------------------------------------


                                      UICI
                4001 McEwen Drive, Suite 200 Dallas, Texas 75244
                         972-392-6700 Fax: 972-392-6778

<PAGE>


The conforming of the reserves and the poor results of the managed care products
will cause the SEA  Division  to report a loss for the first  quarter.  With the
changes  either made or to be made in pricing and  product  design as  discussed
above,  the  operating  losses on the  managed  care  products  are  expected to
decrease  each  quarter  for the  remainder  of 1998 which  should  make the SEA
Division profitable in each quarter during the remainder of 1998.


CORPORATE PROFILE:
UICI is a diversified financial services company headquartered in Dallas, Texas.
Through its subsidiaries,  UICI offers insurance and financial services to niche
consumer  markets.  UICI  companies  also provide  institutional  technology and
outsourcing solutions to the insurance community.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995:
Certain statements in this press release are "forward looking statements" within
the meaning of the Private  Securities  Litigation Act of 1995.  Such statements
involve known and unknown risks,  uncertainties and other factors that may cause
actual results to differ materially. Such risks, uncertainties and other factors
include, but are not limited to, changes in general economic conditions, changes
in the regulatory  environment,  levels of competition  including managed health
care  competition  in the health  industry,  interest rates on student loans and
other factors  described in detail in the  Company's  Annual Report on Form 10-K
for the year ended December 31, 1997.

                                 - UICI Page 2 -

<PAGE>





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