<PAGE> 1
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) April 14, 2000
--------------
UICI
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-14320 75-2044750
- --------------------------------------------- ---------------- ------------------
(State or other jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
- ------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (972) 392-6700
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS
On April 14, 2000, UICI announced that its previously-announced
acquisition of HealthPlan Services Corporation has been terminated by mutual
agreement. On February 18, 2000, UICI and HPS entered into an amended merger
agreement, which contemplated the acquisition by UICI of all outstanding common
stock of HPS for convertible preferred securities valued at $8.75 per HPS share,
or approximately $120 million in the aggregate. Completion of the acquisition
was subject to several conditions, including UICI's obtaining the consent of
HPS' lenders. UICI has been unable to obtain the required consents, and as a
result UICI and HPS have mutually agreed to terminate the transaction.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<S> <C>
99.1 Press release announcing termination of merger agreement with
HealthPlan Services Corporation
</TABLE>
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 April 19, 2000 By /s/ Gregory T. Mutz
---------------- ----------------------------------------
Gregory T. Mutz
President and Chief Executive Officer
2
<PAGE> 1
EXHIBIT 99.1
UICI
Contact: Matthew R. Cassell
Vice President
UICI
News Release 4001 McEwen, Suite 200
Dallas, Texas 75244
Phone: (972) 392-6700
(For Immediate Release)
UICI ANNOUNCES TERMINATION OF HEALTHPLAN SERVICES ACQUISITION
Dallas, TX April 13, 2000: UICI (the "Company") (NYSE: Symbol "UCI") today
announced that its previously-announced acquisition of HealthPlan Services
Corporation has been terminated by mutual agreement. On February 18, 2000, UICI
and HPS entered into an amended merger agreement, which contemplated the
acquisition by UICI of all outstanding common stock of HPS for convertible
preferred securities valued at $8.75 per HPS share, or approximately $120
million in the aggregate. Completion of the acquisition was subject to several
conditions, including UICI's obtaining the consent of HPS' lenders. UICI has
been unable to obtain the required consents, and as a result UICI and HPS have
mutually agreed to terminate the transaction.
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 the Educational Finance Group; 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
<PAGE> 2
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
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 Educational Finance
Group 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.
