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UICI
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April 19, 2000
TRANSMITTED VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Ms. Mary K. Loving
Re: UICI
Registration Statement on Form S-4
File No. 333-89713
Dear Ms. Loving:
On October 26, 1999, UICI filed its Registration Statement on Form S-4
(the "Amendment") for the purpose of registering shares of its common stock to
be issued in the planned merger between UICI and HealthPlan Services Corporation
("HPS"). In December 1999, circumstances arose which caused the parties to delay
their merger. In February 2000, the parties signed an amended merger agreement,
which provided for different merger consideration.
The amended merger agreement, which was signed on February 18, 2000,
contemplated the acquisition by UICI of all outstanding common stock of HPS for
convertible preferred securities valued at $8.75 per share or $120 million in
the aggregate. The merger was subject to several conditions precedent including,
among other things, UICI's obtaining the consent of HPS' lenders. UICI has been
unable to obtain the required consents and, accordingly, UICI and HPS have
mutually agreed to terminate the merger agreement and the merger. UICI therefore
respectfully requests the withdrawal of its Registration Statement pursuant to
Rule 477(a) under the Securities Act of 1933.
On April 19, 2000, UICI filed with the Commission on Form 8-K a
statement and press release explaining the decision to terminate the merger.
Please direct any questions you may have on this request the
undersigned at (972) 392-6719.
Thank you for your assistance.
Very truly yours,
Glenn W. Reed
Executive Vice President and General
Counsel
GWR:gwr
