FILED PURSUANT TO RULE 424 (B) (3)
OF THE RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1933
REGISTRATION STATEMENT NO. 333-29425
AMERICAN MEDICAL SECURITY GROUP, INC.
3100 AMS BOULEVARD
GREEN BAY, WISCONSIN 54313
TO PARTICIPANTS IN THE DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN:
Prospectus Supplement date September 30, 1998
to Prospectus dated July 9, 1997 (the "Prospectus")
of American Medical Security Group, Inc.
(formerly United Wisconsin Services, Inc.) (the "Company")
Relating to the Company's
Dividend Reinvestment and Direct Stock Purchase Plan
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The Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan")
provides each Record Owner and Beneficial Owner (as those terms are defined in
the Prospectus and the Plan, respectively) of the Company's common stock, no par
value per share ("Common Stock"), with a convenient and economical way of
purchasing additional shares of Common Stock through the automatic reinvestment
of cash dividends on Common Stock and/or through optional cash payments. The
Plan also permits an investor who is not a Record Owner or Beneficial Owner to
become a participant in the Plan through the Plan's direct stock purchase
feature by making a cash payment of not less than $100 for shares in the Plan.
AS A RESULT OF THE CHANGE IN THE COMPANY'S DIVIDEND POLICY DESCRIBED BELOW,
WHEREBY THE COMPANY HAS DISCONTINUED THE PAYMENT OF CASH DIVIDENDS, ONLY THE
OPTIONAL CASH PAYMENT AND DIRECT STOCK PURCHASE FEATURES OF THE PLAN WILL BE
OPERATIONAL UNLESS AND UNTIL THE PAYMENT OF CASH DIVIDENDS IS RESUMED.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Reference is made to "Incorporation of Certain Documents by Reference" in
the Prospectus. As of the date of this Prospectus Supplement, the documents
incorporated by reference herein include (a) the Company's Annual Report on Form
10-K for the year ended December 31, 1997, (b) the Company's Quarterly Reports
on Form 10-Q for quarters ended March 31, 1998, and June 30, 1998, (c) the
Company's Current Report on Form 8-K dated as of September 25, 1998, and (d) the
description of the Common Stock included in the Company's Registration Statement
on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934
and declared effective October 24, 1991, including any amendment or report filed
for the purpose of updating such description.
SPIN-OFF AND CHANGE OF THE COMPANY'S NAME AND DIVIDEND POLICY
On September 25, 1998 (the "Distribution Date"), the Company completed a
spin-off transaction (the "Distribution") pursuant to which all of the
outstanding shares of common stock of Newco/UWS, Inc., a Wisconsin corporation
("Newco") which was a wholly owned subsidiary of the Company, were distributed
on a pro rata basis to the shareholders of the Company. In connection with the
Distribution, Newco became a separate company with publicly traded securities,
the Company was renamed American Medical Security Group, Inc., and Newco was
renamed United Wisconsin Services, Inc. ("New UWS"). As a result of the change
in the Company's name to American Medical Security Group, Inc., the outstanding
shares of Common Stock, and additional shares offered by this Prospectus will
be, listed on the New York Stock Exchange under the symbol "AMZ".
As a result of the transactions entered into in connection with the
Distribution, New UWS owns the businesses and assets of, and is responsible for
the liabilities associated with, the managed care (HMO) and specialty products
businesses and management business that had been conducted by the Company prior
to the Distribution, and the Company will continue to own the businesses and
assets of, and be responsible for the liabilities associated with, the small
group business that had been conducted by the Company prior to the Distribution.
The Company does not expect to pay any cash dividends in the foreseeable
future after the Distribution. The Company intends to employ its earnings in the
continued development of its business. The future dividend policy will depend on
the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors. Accordingly, the
provisions of the Plan providing for reinvestment of dividends will not be
operational unless and until the payment of cash dividends is resumed.
Under the terms of the Distribution, participants in the Plan will continue
to own the shares of Company Common Stock that they owned through the Plan prior
to the Distribution. In the Distribution, participants received one share of New
UWS common stock for each share of Company Common Stock owned on the
Distribution Date through the Plan. New UWS is establishing a plan comparable to
the Company Plan, under which accounts will be established for participants in
the Company Plan at the time of the Distribution. Shares of New UWS common stock
credited as a result of the Distribution to participants in the Company Plan
will be transferred to participants' accounts in the New UWS plan.
CHANGE OF REINVESTMENT AGENT'S ADDRESS AND TELEPHONE NUMBER
Firstar Trust Company, the Reinvestment Agent for the Plan, has changed its
name, address and telephone number to the following:
Firstar Bank Milwaukee, N.A.
1555 North RiverCenter Drive; Suite 301
P.O. Box 2077
Milwaukee, Wisconsin 53201-2077
Telephone: (414) 905-5000
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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