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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(Date of earliest event reported)
August 28, 1996
UNITED WISCONSIN SERVICES, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 0-19506 39-1431799
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(Address of principal executive offices)
(414) 226-6900
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
For pro forma and other financial information relating to the proposed
merger of American Medical Securities Group, Inc. ("AMSG") with and into the
Registrant, the Registrant hereby incorporates by reference the following
portions of the Registrant's Registration Statement on Form S-4 (File No. 33-
10935), as filed with the Securities and Exchange Commission on August 28, 1996
(the "Registration Statement"):
SELECTED CONSOLIDATED FINANCIAL DATA OF AMSG (including the notes thereto)
contained on page 8 of the Registration Statement.
SELECTED HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL DATA contained on pages 11 and 12 of the Registration Statement.
UWS AND AMSG PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL DATA
(including the notes thereto) contained on page 12 of the Registration
Statement.
HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (including the notes thereto) contained on pages 14 through 25
of the Registration Statement.
FINANCIAL STATEMENTS OF AMSG (including the notes thereto) contained on
pages F-1 through F-18 of the Registration Statement.
As set forth in note 10 of the foregoing HISTORICAL AND PRO FORMA UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, an executive officer of the
Registrant has 7,113 options to purchase AMSG common shares at an option price
of $703, which will be converted in connection with the merger of AMSG into the
Registrant into 301,567 options to purchase common shares of the Registrant, at
an option price of $16.54. Upon conversion, UWS will record compensation
expense of $2,137,000. In accordance with Regulation S-X regarding the
preparation of pro forma financial information, this nonrecurring charge has not
been included in the pro forma unaudited condensed consolidated statements of
income incorporated by reference herein. It is expected, however, that this
nonrecurring charge (which equals approximately $0.13 per common share of the
Registrant's outstanding common shares before giving effect to such merger and
UWS's issuance of shares therein) will be reflected in the Registrant's results
of operations for its fiscal quarter ending September 30, 1996.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
THE PRO FORMA FINANCIAL STATEMENTS AND OTHER INFORMATION INCORPORATED BY
REFERENCE IN THIS CURRENT REPORT ON FORM 8-K
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MAY CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AMSG AND THE
REGISTRANT. SUCH FORWARD LOOKING STATEMENTS ARE SUBJECT TO INHERENT RISKS
AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS.
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.
UNITED WISCONSIN SERVICES, INC.
August 28, 1996 By: /s/ GAIL L. HANSON
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(Date) Vice President and Treasurer
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