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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
SEC FILE NUMBER
0-9556
NOTIFICATION OF LATE FILING
FORM 10-K
FOR PERIOD ENDED DECEMBER 31, 1999
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PART I -REGISTRATION INFORMATION
Name of Registrant UICI
Former Name if Applicable
Address of Principal Executive Office 4001 McEwen Drive
Suite 200
Dallas, TX 75244
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, or Form N-SAT, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed date; See Part III or
the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the Transition report or portion thereof, could not be
filed within the prescribed time period.
The Company's indirect wholly owned subsidiary, United Credit National
Bank ("UCNB"), is a national bank subject to regulation by the Office of the
U.S. Comptroller of the Currency (the "OCC"). The OCC has been engaged in a
protracted safety and soundness examination of UCNB as of, and for the year
ended, December 31, 1999. The field work associated with that safety and
soundness examination has only recently been completed. For such reason, UICI is
unable to timely complete its Annual Report on Form 10-K for the year ended
December 31, 1999 without unreasonable effort.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
Glenn W. Reed (972) 392-6719
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the Registrant was required to file such report(s) been
filed? If answer is no, identify report (s).
X Yes No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
X Yes No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and. If appropriate, state the reasons
why a reasonable estimate of the results can not be made.
See Exhibit A Attached hereto.
UICI
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ GREGORY T. MUTZ
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Gregory T. Mutz
President and Chief Executive Officer
Date: March 30, 2000
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EXHIBIT A TO FORM 12B-25
UICI incurred a total net loss in 1999 of $146.0 million, compared to
net income of $59.0 million in the prior year. The significant net loss was
attributable primarily to losses from the Company's' United CreditServ unit in
the amount of $179.0 million (including an estimated loss on disposal of $84.5
million, net of tax) and losses at the Company's Educational Finance Group, Inc.
unit in the amount of $20.0 million. The United CreditServ unit has been
designated as a discontinued operation for financial reporting purposes.
Set forth below is a summary of comparative operating results for UICI
for each of the years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
(in millions, except per share data)
<S> <C> <C> <C>
Revenues from continuing operations:
Insurance $ 856 $ 914 $ 803
Educational Finance Group 105 57 8
Insurdata (HealthAxis.com, Inc.) 46 41 25
Other, including eliminations 6 45 70
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Total $ 1,013 $ 1,057 $ 906
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Income from continuing operations:
Insurance $ 67 $ 33 $ 92
Educational Finance Group, Inc. (20) (1) 2
Insurdata (HealthAxis.com, Inc.) 2 3 3
Other 2 13 15
Tax expense (18) (16) (36)
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Net income from continuing operations 33 32 76
Net (loss) income from
discontinued operations (179) 27 11
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Net (loss) income $ (146) $ 59 $ 87
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Earnings (loss) per share:
Basic:
Continuing operations $ 0.72 $ 0.68 $ 1.67
Discontinued operations (3.87) 0.59 0.24
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Net income (loss) $ (3.15) $ 1.27 $ 1.91
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Diluted:
Continuing operations $ 0.70 $ 0.67 $ 1.67
Discontinued operations (3.75) 0.59 0.24
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Net income (loss) $ (3.05) $ 1.26 $ 1.91
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</TABLE>
