SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
to
[X] Quarterly Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] Transition Report Pursuant To Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the transition period from to
Commission File Number 1-13154
AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1431799
(State of Incorporation) (I.R.S. Employer Identification No.)
3100 AMS BOULEVARD, GREEN BAY, WISCONSIN 54313
(Address of principal executive offices) (Zip Code)
(920) 661-1500
(Registrant's telephone number, including area code)
United Wisconsin Services, Inc.
401 West Michigan Street, Milwaukee, Wisconsin 53203-2896
(Former name and former address)
Indicate by check mark whether registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, outstanding as of July 31, 1998 was 16,569,578.
<PAGE>
AMERICAN MEDICAL SECURITY GROUP, INC.
AMENDMENT NO. 1
TO
QUARTERLY REPORT ON FORM 10-Q DATED JUNE 30, 1998
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report for the period
ended June 30, 1998 on Form 10-Q as set forth herein.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of shareholders of the Company was held on May 27, 1998
for the purpose of (i) electing three directors for terms expiring at the 2001
Annual Meeting of Shareholders, and (ii) amending the Company's Equity Incentive
Plan (the "Equity Incentive Plan") to increase the number of shares available
for grant under the Equity Incentive Plan and to increase the number of shares
which may be granted to individual participants under the Equity Incentive Plan.
All three of the Company's nominees were elected, and the amendment of the
Equity Incentive Plan was approved. The voting results for the proposals were as
follows:
<TABLE>
<CAPTION>
Election of Directors for Terms Expiring in 2001:
<S> <C> <C> <C>
Michael D. Dunham: Carol N. Skornicka:
For 14,821,907 shares For 14,824,412 shares
Withheld 802,076 shares Withheld 799,571 shares
Abstained 0 Abstained 0
Broker Non-Votes 0 Broker Non-Votes 0
Eugene A. Menden:
For 14,823,652 shares
Withheld 800,331 shares
Abstained 0
Broker Non-Votes 0
Amendment of Equity Incentive Plan:
For 10,194,611 shares
Against 3,912,232 shares
Abstained 33,013 shares
Broker Non-Votes 1,484,127 shares
</TABLE>
Further information concerning these matters, including the names of the
directors whose terms continued after the meeting, is contained in the Company's
Proxy Statement dated April 15, 1998 with respect to the 1998 Annual Meeting of
Shareholders.
2
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See the Exhibit Index following the Signature page in this
report, which is incorporated herein by reference.
A Restated Financial Data Schedule for American Medical
Security Group, Inc. for the six months ended June 30, 1997, which was
inadvertently omitted from the original filing of this Form 10-Q, is
filed herewith. In addition, an amended Restated Financial Data
Schedule for the nine months ended September 30, 1997 is filed
herewith. A Restated Financial Data Schedule for the three months ended
March 31, 1997, is not required to be filed because the adoption of
SFAS No. 128 at December 31, 1997 did not result in a change in
reported earnings per share data for the three months ended March 31,
1997.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: December 30, 1998
-----------------
AMERICAN MEDICAL SECURITY GROUP, INC.
/s/ Gary D. Guengerich
-------------------------------------
Gary D. Guengerich
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer
and duly authorized to sign on behalf of the Registrant)
4
<PAGE>
<TABLE>
AMERICAN MEDICAL SECURITY GROUP, INC.
("AMSG")
(COMMISSION FILE NO. 1-13154)
<CAPTION>
EXHIBIT INDEX
TO
FORM 10-Q QUARTERLY REPORT
FOR QUARTER ENDED JUNE 30, 1998
<S> <C> <C> <C>
INCORPORATED HEREIN FILED
EXHIBIT NO. DESCRIPTION BY REFERENCE TO HEREWITH
10.1 United Wisconsin Services, Inc. X
Equity Incentive Plan, as revised
effective July 1, 1998
10.2 Acquisition Agreement between United X
Wisconsin Services, Inc. and
Victoria Hekkers dated July 2, 1998
10.3 United Wisconsin Services, Inc. 1992 X
Stock Appreciation Rights Plan
(Adopted July 1, 1998)
10.4 1995 Director Stock Option Plan of X
United Wisconsin Services, Inc. (As
Amended July 24, 1998)
27.1 Financial Data Schedule X
27.2 Restated Financial Data Schedule X*
(six months ended 6/30/97)
27.3 Amended Restated Financial Data X*
Schedule (nine months ended 9/30/97)
- -------------
*Filed with Amendment No. 1.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS RESTATED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
AMERICAN MEDICAL SECURITY GROUP, INC. (F/K/A UNITED WISCONSIN SERVICES, INC.)
FOR THE SIX MONTHS ENDED JUNE 30, 1997, AS ADJUSTED TO REFLECT THE ADOPTION OF
SFAS NO. 128 AND THE RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR
CONTINUING OPERATIONS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 275,089
<DEBT-CARRYING-VALUE> 5,403
<DEBT-MARKET-VALUE> 0
<EQUITIES> 23,376
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 303,868
<CASH> 8,441
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 659,256
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 24,286
<POLICY-OTHER> 135,558
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 125,188
0
0
<COMMON> 16,429
<OTHER-SE> 303,151
<TOTAL-LIABILITY-AND-EQUITY> 659,256
493,915
<INVESTMENT-INCOME> 10,538
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 14,378
<BENEFITS> 378,062
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 130,311
<INCOME-PRETAX> 1,807
<INCOME-TAX> 1,167
<INCOME-CONTINUING> 640
<DISCONTINUED> 8,293
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,933
<EPS-PRIMARY> .55
<EPS-DILUTED> .54
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS AMENDED FINANCIAL DATA SCHEDULE AMENDS THE RESTATED FINANCIAL DATA
SCHEDULE FILED AS EXHIBIT 27.2 TO THE FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER
30, 1998 AND CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN MEDICAL SECURITY GROUP, INC.
(F/K/A UNITED WISCONSIN SERVICES, INC.) FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1997, AS ADJUSTED TO REFLECT THE RESTATEMENT OF THE CONSOLIDATED FINANCIAL
STATEMENTS FOR CONTINUING OPERATIONS, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 268,249
<DEBT-CARRYING-VALUE> 4,134
<DEBT-MARKET-VALUE> 0
<EQUITIES> 17,232
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 289,615
<CASH> 10,874
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 638,251
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 19,157
<POLICY-OTHER> 114,438
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 124,888
0
0
<COMMON> 16,480
<OTHER-SE> 309,181
<TOTAL-LIABILITY-AND-EQUITY> 638,251
716,329
<INVESTMENT-INCOME> 16,582
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 20,088
<BENEFITS> 546,993
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 187,806
<INCOME-PRETAX> 5,198
<INCOME-TAX> 2,209
<INCOME-CONTINUING> 2,989
<DISCONTINUED> 12,355
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,344
<EPS-PRIMARY> .93
<EPS-DILUTED> .92
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
