UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 8, 1999
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Mid Atlantic Medical Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13340 52-1481661
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4 Taft Court, Rockville, Maryland 20850
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (301) 294-5140
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(Former name or former address, if changed since last report.)
Page 1 of 4 pages. Exhibit index
is on page 2.
<PAGE>1
ITEM 5. OTHER EVENTS.
On January 8, 1999, Mid Atlantic Medical Services, Inc. announced the
resignation of George T. Jochum, Chairman of the Board, President and CEO in a
press release which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this press release is incorporated into this Current Report
on Form 8-K by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated January 8, 1999
<PAGE>2
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.
MID ATLANTIC MEDICAL SERVICES, INC.
By: /s/ Robert E. Foss
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Robert E. Foss
Senior Executive Vice President
and
Chief Financial Officer
Dated: January 11, 1999
NEWS
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT: January 8, 1999 Beth Sammis
(301) 838-5648
MAMSI's Chairman of the Board, President and CEO Resigns
Rockville, MD -- Mid Atlantic Medical Services, Inc. (MAMSI) stated today that
George T. Jochum, Chairman of the Board, President and CEO, has resigned
effective January 8, 1999. The Board of Directors has appointed interim officers
and a search committee to identify a permanent successor(s). The parties to the
Complaint filed in the Chancery Court of Delaware also have resolved their
differences and therefore the complaint will be dismissed.
The Board of Directors appointed Mark D. Groban, M.D. interim Chairman of the
Board and Thomas P. Barbera, MAMSI's Vice-Chairman, as interim President and
CEO. Additionally, the Board of Directors promoted Chief Financial Officer
Robert E. Foss to the additional position of Senior Executive Vice President.
"MAMSI's strong position in the Mid Atlantic region's health care industry is
largely attributable to our large physician and health care provider network,"
Dr. Groban said. "I am looking forward to working with Mr. Barbera and Mr. Foss
to strengthen MAMSI's relationship with these fine practitioners offering
quality health care to our members."
"MAMSI's Board of Directors and its officers remain committed to maintaining our
excellent member service and improving shareholder value," noted Mr. Barbera.
"We are in agreement that a new management team will strengthen the company's
position. I am confident that working with Dr. Groban and Mr. Foss our senior
management team will be able to return value to our shareholders and
successfully move the company ahead."
Mid Atlantic Medical Services, Inc. is one of the largest managed care companies
in the Mid-Atlantic region, with its health plan subsidiaries covering more than
1.7 million lives in Maryland, Virginia, Washington D.C., Pennsylvania, North
Carolina, Delaware, and West Virginia. The Company's internet address is
www.mamsi.com.
# # #
Note 1: Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: All forward-looking information or statements contained in this release
are based on management's current knowledge of factors, all with inherent risks
and uncertainties, affecting MAMSI's business. MAMSI's actual results may differ
materially if these assumptions prove invalid. Significant risk factors, while
not all-inclusive, are: the possibility of increasing price competition in the
Company's marketplace; the possibility of state or Federal budget mandates that
reduce premium levels; the possibility of increased medical expenses due to
increased utilization, inflation or legislative mandates; and the possibility
that the Company is not able to expand its Service Area as planned. Investors
should review other risks and uncertainties contained in Company documents filed
with the Securities and Exchange Commission.
Note 2: MAMSI is a regional holding company for health care organizations that
provide comprehensive health insurance products and services including four
health maintenance organizations (MD-Individual Practice Association, Optimum
Choice, Inc., Optimum Choice of the Carolinas, Inc., and Optimum Choice, Inc. of
Pennsylvania), two preferred provider organizations (Alliance PPO, LLC and Mid
Atlantic Psychiatric Services, Inc), an indemnity insurance company (MAMSI Life
and Health Insurance Company), and four home health companies (HomeCall, Inc.,
FirstCall, Inc., HomeCall Pharmaceutical Services, Inc., and HomeCall Hospice
Services, Inc.). Note 3: Mid Atlantic Medical Services, Inc. common stock is
traded on the New York Stock Exchange (NYSE-MME).
