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
November 18, 1999
Date of Report (Date of earliest event reported): (November 16, 1999)
RIGHTCHOICE MANAGED CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MISSOURI
(State or Other Jurisdiction of Incorporation)
1-13248 43-1674052
(Commission File Number) (I.R.S. Employer Identification No.)
1831 Chestnut Street, St. Louis, Missouri 63103-2275
(Address of principal executive offices) (Zip Code)
314-923-4444
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
On November 16, 1999, the Missouri Supreme Court ruled that
it would hear the appeal of the order of Cole County Circuit
Court Judge Thomas Brown III, disapproving the settlement
agreement, and stayed further proceedings before Judge Brown and
his appointed Special Master, Robert G. Russell. The Supreme
Court also set an expedited briefing schedule and has scheduled
oral argument for December 8, 1999. The litigation underlying
the settlement and related settlement efforts are described in
the Registrant's prior SEC filings.
The Registrant's Press Release, dated November 17, 1999, is
attached as Exhibit 99(a) hereto and is incorporated herein by
reference.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements
Pro Forma Financial Statements and Exhibits.
(a) - (b) Not applicable.
(c) Exhibit Required by Item 601 of Regulation S-K:
99(a) Press Release of Registrant dated
November 17, 1999.
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: November 18, 1999
RIGHTCHOICE MANAGED CARE, INC.
By /s/ Sandra A. Van Trease
Sandra A. Van Trease
Chief Financial Officer,
Senior Executive Vice
President and Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
99(a) Press Release of Registrant dated November 17, 1999
EXHIBIT 99(a)
Contact: Kevin Aandahl (314) 923-6268
Deb Wiethop (314) 923-4767
SUPREME COURT OF MISSOURI WILL HEAR APPEAL ON BLUE
CROSS AND BLUE SHIELD SETTLEMENT
ST. LOUIS MO, November 17, 1999 - Blue Cross and Blue Shield
of Missouri, parent company of RightCHOICE Managed Care,
Inc. (NYSE:RIT), announced today that the Missouri Supreme
Court ruled that it would hear the appeal of the Circuit
Court's order disapproving the parties' settlement
agreement, and stayed further proceedings before the Circuit
Court pending this appeal. The Supreme Court set an
expedited briefing schedule and has scheduled oral argument
for December 8, 1999.
The settlement agreement entered into by Blue Cross and Blue
Shield, the Missouri Attorney General and the Department of
Insurance, would resolve outstanding litigation and
regulatory issues and result in RightCHOICE's reorganization
as a fully for-profit Blue Cross and Blue Shield licensee.
The settlement agreement would also result in the creation
of The Missouri Foundation for Health, the largest
healthcare foundation in the state. The Foundation would be
funded with approximately 80% of the outstanding shares of
the new RightCHOICE, plus an additional $12.78 million in
cash.
"This is an important development for Blue Cross and Blue
Shield, the Missouri Attorney General, the Department of
Insurance and consumer groups representing over one million
Missourians. We look forward to presenting our case in
support of the settlement agreement to the Missouri Supreme
Court," said John O'Rourke, president and chief executive
officer of Blue Cross and Blue Shield of Missouri and
chairman, president and chief executive officer of
RightCHOICE Managed Care, Inc.
In today's ruling, the Missouri Supreme Court accepted
transfer of the parties' appeal of the order of Cole County
Circuit Court Judge Thomas Brown III, disapproving the
settlement and halted further proceedings before Judge Brown
and his appointed special master, Robert G. Russell. Prior
to the Supreme Court's rulings, Judge Brown had directed
Robert Russell to conduct further hearings on alternatives
for resolution of the litigation.
In addition to the appeal of the order disapproving the
settlement agreement, the appeal on the underlying
litigation remains pending before the Missouri Supreme
Court.
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: Estimates and other
statements set forth herein that are not historical facts
are forward-looking statements that involve risks and
uncertainties. These risks and uncertainties include, but
are not limited to: an adverse ruling on the litigation or
other judicial action; governmental and regulatory action or
legislation; pending litigation; actions by the Blue Cross
and Blue Shield Association relating to the license to use
the Blue Cross and Blue Shield names, trademarks and service
marks; and other risks detailed in the company's Securities
and Exchange Commission filings.
Blue Cross and Blue Shield of Missouri and its for-profit
subsidiary, RightCHOICE Managed Care, Inc., are the largest
providers of health care benefits in Missouri. The company's
web site addresses are www.ritusa.com and www.abcbs.com.
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