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) March 2, 1998
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UICI
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(Exact name of registrant as specified in its charter)
Delaware 0-14320 75-2044750
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization Number) 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) 392-6700
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
APPOINTMENT OF CHIEF FINANCIAL OFFICER
Effective March 1, 1998, UICI (the "Company") announced the appointment of
Warren B. Idsal as Chief Financial Officer of UICI. Mr. Idsal joins UICI with 20
years of experience as an investment banker with several firms. Most recently,
he was Managing Director with Principal Financial Securities, Incorporated,
where he provided financial advice concerning public offerings, private
placements, and mergers and acquisitions.
Mr. Idsal brings extensive experience to the position in identifying,
evaluating and negotiating acquisitions and the financing of such transactions.
This will be of great help to UICI as it continues to grow through acquisitions
in its existing business units and by adding new business units.
RESULTS FOR JANUARY
The Company reported net income of $7,256,000 or $0.16 per share for the
month of January 1998 on revenues of $92,629,000. The operating results for the
month ended January 31, 1998 include the operations of ELA Corp. ("ELA").
The operating results for the month ended January 31, 1998 are not
necessarily indicative of the results that may be expected for the quarter
ending March 31, 1998 or the year ending December 31, 1998.
On December 22, 1997 ELA merged with UICI in a transaction accounted for as
a pooling-of-interests. UICI issued 922,956 shares of its common stock for all
the outstanding shares of common stock of ELA. Pursuant to the merger agreement,
the Company granted registration rights to the shareholders of ELA. The Company
has filed and the Securities and Exchange Commission ("SEC") has declared
effective a registration statement covering the potential future sale by the
former shareholders of ELA of the UICI shares received in the merger. As
required by the rules of the Securities and Exchange Commission for
pooling-of-interests accounting treatment, the affiliates of both UICI and ELA
are subject to limitations in the reduction of their investment risk with
respect to UICI common stock until after the publication of the results of
operations of the combined entities covering at least 30 days. Filing of this
Form 8-K is intended to constitute such publication.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit Page
Number Description of Exhibit Number
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99.1 Press release for appointment of Chief Financial Officer
and January 1998 results 4
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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 February 27, 1998 By /s/ Ronald L. Jensen
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Ronald L. Jensen
Chairman of the Board, President
and Director
Date February 27, 1998 By /s/ Vernon R. Woelke
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Vernon R. Woelke
Vice President, Treasurer and Director
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UICI
Contact: Vernon R. Woelke
UICI
News Release 4001 McEwen, Suite 200
- ---------------------------------- Dallas, Texas 75244
Phone: (972) 392-6700
(For Immediate Release)
UICI ANNOUNCES APPOINTMENT OF WARREN B. IDSAL AS CHIEF FINANCIAL OFFICER
DALLAS, TX, March 2, 1998---- Ronald L. Jensen, President, CEO, and Chairman of
the Board of UICI (the "Company" NASDAQ: UICI) announced today the appointment
of Warren B. Idsal as Chief Financial Officer of UICI effective March 1, 1998.
Mr. Idsal joins UICI with 20 years of experience as an investment banker with
several firms. Most recently, he was Managing Director with Principal Financial
Securities, Incorporated, where he provided financial advice concerning public
offerings, private placements, and mergers and acquisitions.
According to Ronald Jensen, "Mr. Idsal brings extensive experience to the
position in identifying, evaluating and negotiating acquisitions and the
financing of such transactions. This will be of great help to UICI as it
continues to grow through acquisitions in its existing business units and by
adding new business units."
Vernon Woelke, who has served as Chief Financial Officer of UICI since its
initial public offering in 1986, and as a Director of UICI since 1991, will work
with Mr. Idsal during a transition period. Mr. Woelke will then work primarily
with the Credit Services and Student Loan Divisions of UICI with which he has
worked extensively since they were acquired by UICI.
RESULTS FOR JANUARY
The Company reported net income of $7,256,000 or $0.16 per share for the month
of January 1998 on revenues of $92,629,000. The operating results for the month
ended January 31, 1998 include the operations of ELA Corp. ("ELA") which was
acquired by UICI in December 1997. As required by the rules of the Securities
and Exchange Commission for pooling-of-interests accounting treatment, the
affiliates of both UICI and ELA are subject to limitations in the reduction of
their investment risk with respect to UICI common stock until after the
publication of the results of operations of the combined entities covering at
least 30 days. Operating results for the month ended January 31, 1998 are not
necessarily indicative of the results that may be expected for the quarter
ending March 31, 1998 or the year ending December 31, 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 and financial services community.
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4001 McEwen Road, Suite 200, Dallas, Texas 75244 (972) 392-6700
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