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EXHIBIT 99.1
[UICI LETTERHEAD]
(For Immediate Release)
UICI ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED TRANSACTIONS
DALLAS, TX, August 2, 2000----UICI (the "Company" NYSE: UCI) today announced
that it had completed several recently-announced transactions, including the
funding of all cash and collateral requirements of the United Credit National
Bank Capital Plan, the sale of its National Motor Club unit and a restructuring
of $70.0 million of indebtedness owing to a lender affiliated with Ronald L.
Jensen (the Company's Chairman).
Funding of Capital Plan
On July 27, 2000, UICI completed the funding of all cash contribution
obligations and met all collateral deposit requirements of the United Credit
National Bank ("UCNB") Capital Plan, which was previously approved by the OCC on
June 29 and memorialized in separate Consent Orders issued by the OCC against
UICI, United CreditServ, Inc. and UCNB. Since UICI first announced losses at its
United CreditServ unit in December 1999, UICI through United CreditServ has
contributed to UCNB as capital an aggregate of $176.6 million in cash, including
the additional cash in the amount of $50.0 million contributed as contemplated
by the Capital Plan.
Sale of National Motor Club
On July 27, 2000 UICI completed the sale to an investor group
consisting of Jensen family members (including Mr. Jensen) of its 97% interest
in NMC Holdings, Inc. (the parent of National Motor Club of America, Inc.) for a
purchase price of $56.8 million, representing 97% of the value of NMC as
determined by independent appraisal.
The purchase price was paid at closing in cash in the amount of $21.8
million and by delivery of a promissory note issued by the investor group in the
principal amount of $35.0 million. The promissory note is an unsecured, full
recourse obligation of the investor group and is unconditionally guaranteed by
Mr. Jensen. The note bears interest at the per annum rate of prime fluctuating
from time to time, with three equal installments of principal in the amount of
$11.667 million due on October 1, November 1 and December 1, 2000, respectively.
In accordance with the terms of the UCNB Capital Plan and Consent Orders, the
Company has pledged the promissory note to UCNB to secure, in part, the
Company's obligations under the Capital Plan.
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During 1999 and 1998, UICI's National Motor Club unit generated pre-tax
operating income in the amount of $3.2 million and $5.1 million, respectively.
Debt Restructuring
UICI also announced that, effective July 27, 2000, the Company and LM
Finance, LLC (a company controlled by Mr. Jensen) had completed the
restructuring of the terms of $70.0 million of indebtedness owing by the Company
to LM Finance. Giving effect to the restructuring, LM Finance holds indebtedness
in the aggregate principal amount of $70.0 million owing by the Company, which
indebtedness consists of a $32.0 million unsecured tranche and a $38.0 million
tranche secured by a pledge of 100% of the capital stock of Mid-West National
Life Insurance Company of Tennessee. The unsecured tranche of the loan is
mandatorily prepayable by the Company upon and to the extent of the Company's
receipt of a tax refund currently expected to be paid in February 2001 in the
amount of approximately $22.0 million. The loan matures on January 1, 2002,
bears interest at the per annum rate of prime fluctuating from time to time,
with interest accruing but not payable until the earlier to occur of full
prepayment of the loan or January 1, 2002, and is mandatorily prepayable monthly
to the extent of 1% of the outstanding principal balance of the loan.
CORPORATE PROFILE:
UICI, headquartered in Dallas, Texas, is a diversified financial services
company offering financial services, health administrative services and
insurance through its various subsidiaries and divisions to niche consumer and
institutional markets. UICI provides health insurance through its insurance
subsidiaries, UGA-Association Field Services and Cornerstone Marketing of
America; enrollment, billing and collection claims administration and risk
management services for healthcare payors and providers through UICI
Administrators; financial services and products for college, undergraduates and
graduate students, including providing federally-guaranteed student loans
through Academic Management Services Corp. and manages blocks of life insurance
and life insurance products to select markets through its OKC Division. UICI
also holds a 39% interest in HealthAxis.com, Inc., a leading web-based insurance
retailer providing fully integrated, end-to-end, web-enabled solutions for
health insurance distribution and administration.
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 from those included in the forward-looking
statements. These forward-looking statements involve risks and uncertainties
including, but not limited to, the following: changes in general economic
conditions, including the performance of financial markets, and interest rates;
competitive, regulatory or tax changes that affect the cost of or demand for the
Company's products; health care reform; the ability to predict and effectively
manage claims related to health care costs; and reliance on key management and
adequacy of claim liabilities. The Company's and its United CreditServ unit's
future results also could be adversely affected by the inability to fully
reserve for anticipated future credit card charge-offs and losses; the inability
of the Company to generate cash from operations, from sales of assets and/or
from the proceeds of debt and/or equity financings in an amount sufficient to
fund in a timely manner future capital requirements at United Credit National
Bank and operating losses at Specialized Card Services, Inc.; the inability of
United Credit National Bank to issue certificates of deposit on a timely basis
to refinance outstanding
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certificates of deposit as they mature; and the possibility of future economic
downturns causing an increase in credit losses or changes in regulations for
credit cards or credit card national banks. The Company's Academic Management
Services Corp. business could be adversely affected by changes in the Higher
Education Act or other relevant federal or state laws, rules and regulations and
the programs implemented thereunder may adversely impact the education credit
market. In addition, existing legislation and future measures by the federal
government may adversely affect the amount and nature of federal financial
assistance available with respect to loans made through the U.S. Department of
Education. Finally the level of competition currently in existence in the
secondary market for loans made under the Federal Loan Programs could be
reduced, resulting in fewer potential buyers of the Federal Loans and lower
prices available in the secondary market for those loans.
UICI press releases and other company information are available at UICI's
website located at www.uici.net.
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