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
December 14, 1999
Date of Report (Date of earliest event reported): (December 9, 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 December 9, 1999, the Missouri Supreme Court issued an
order advising all parties that court approval of a proposed
settlement agreement is not required. This order allows the
parties sufficient time to settle and resolve their respective
claims and to take steps to dismiss the underlying judicial
action and associated appeals, or to otherwise report back to the
Supreme Court by February 8, 2000. The pending proceedings are
stayed until that date. The order was issued one day after the
Supreme Court heard oral arguments.
The litigation underlying the settlement and related
settlement efforts are described in the Registrant's prior SEC
filings.
The Registrant's Press Release, dated December 10, 1999, and
the Order of the Missouri Supreme Court, dated December 9, 1999,
are attached as Exhibits 99(a) and 99(b), respectively, hereto
and are 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) Exhibits Required by Item 601 of Regulation S-K:
99(a) Press Release of Registrant dated December 10, 1999.
99(b) Order of the Missouri Supreme Court dated December 9, 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: December 14, 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 December 10, 1999
99(b) Order of the Missouri Supreme Court dated December 9, 1999
EXHIBIT 99(a)
Contact: Kevin Aandahl (314) 923-6268
Deb Wiethop (314) 923-4767
Supreme Court Issues Order Regarding
Blue Cross Blue Shield of Missouri Settlement
ST. LOUIS, MO, December 10, 1999 - Officials with Blue Cross
Blue Shield of Missouri, parent company of RightCHOICE
Managed Care, Inc. (NYSE: RIT), reacted favorably today to
the Missouri Supreme Court's order advising all parties that
court approval of a proposed settlement agreement is not
required.
The order allows the parties sufficient time to settle and
resolve their respective claims and to take steps to dismiss
the underlying judicial action and associated appeals, or to
otherwise report back to the Supreme Court by February 8,
2000. The pending proceedings are stayed until that date.
This order was issued one day after the Supreme Court heard
oral arguments.
"This timely Supreme Court order is welcome as we work
towards finalizing the settlement agreement which is fair,
reasonable and in the public interest," said John O'Rourke,
president and chief executive officer of Blue Cross Blue
Shield of Missouri and chairman, president and chief
executive officer of RightCHOICE Managed Care, Inc.
"This is a significant step forward for Blue Cross and Blue
Shield of Missouri, the Missouri Attorney General, the
Department of Insurance and consumer groups representing
over one million Missourians."
The settlement agreement creates the Missouri Foundation for
Health, which would become the largest health care
foundation in the state. Creating the foundation will
resolve outstanding litigation and regulatory issues and
result in RightCHOICE's reorganization as a fully for-profit
Blue Cross and Blue Shield licensee. The foundation would be
funded by the RightCHOICE stock currently owned by Blue
Cross Blue Shield of Missouri, plus an additional $12.78
million in cash from Blue Cross Blue Shield of Missouri.
"We look forward to working cooperatively with the parties
in making the Missouri Foundation for Health a reality,"
said O'Rourke. "The real winners of this settlement will be
the poor and vulnerable whose health care needs will be
addressed by this foundation."
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.
# # #
EXHIBIT 99(b)
Supreme Court of Missouri
en banc
December 9, 1999
Blue Cross and Blue Shield of Missouri, a Missouri nonprofit
corporation, Appellant-Respondent, vs. Jay Angoff, in his
official capacity as the Director of the Missouri Department
of Insurance, Respondents-Appellants, Jeremiah W. (Jay)
Nixon, in his official capacity as the Attorney General of
the State of Missouri, Respondent, Missouri Supreme Court
No. 81172
and
Blue Cross and Blue Shield of Missouri, a nonprofit
corporation, Appellant, vs. Jay Angoff, Director, Missouri
Department of Insurance, Appellant, Jeremiah W. (Jay) Nixon,
Attorney General of the State of Missouri, Appellant,
Missouri Supreme Court No. SC82125.
ORDER
This Court has been advised that the parties have
settled their respective claims and that the settlement is
conditioned upon court approval. The parties, however, have
failed to establish that court approval is required or
authorized by law or that any such determination would be
other than advisory.
IT IS THEREFORE ORDERED THAT this matter is stayed up
to and including February 8, 2000, to allow the parties
sufficient time to finally settle and resolve their
respective claims and to cause the underlying judicial
action and associated appeals to be dismissed, or to
otherwise report back to this Court.
Day - to - Day
/s/ William Ray Price, Jr.
William Ray Price, Jr. Chief Justice
Covington and Wolff, JJ., not participating.
