4
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
March 29, 1999
Date of Report (Date of earliest event reported): (March 24, 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 Account.
Not applicable.
Item 5. Other Events.
STATUS OF LITIGATION RELATING TO THE REORGANIZATION AND PUBLIC OFFERING
On March 24, 1999, the Missouri Supreme Court declined the
request of Blue Cross and Blue Shield of Missouri (BCBSMo),
parent company of the Registrant, to limit the Cole County
Circuit Court from, among other things, taking any further action
pending resolution of the appeal of the case before the Missouri
Supreme Court, except for considering the Joint Motion By All
Parties and the Amici Curiae to Approve Settlement Agreement.
The press release dated March 26, 1999 is attached hereto as
Exhibit 99(a).
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 dated March 26, 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: March 29, 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 dated March 26, 1999.
EXHIBIT 99(a)
CONTACT: Clara Kinner
(314) 923-6268
Deb Wiethop
(314) 923-4767
MISSOURI SUPREME COURT DECLINES BLUE CROSS AND BLUE SHIELD
OF MISSOURI'S REQUEST TO LIMIT CIRCUIT COURT'S ACTION
ST. LOUIS, March 26, 1999 -- The Missouri Supreme Court on Wednesday
declined the request of Blue Cross and Blue Shield of Missouri,
parent company of RightCHOICE Managed Care (NYSE:RIT), to limit
the Cole County Circuit CourtOs actions relating to the
litigation involving Blue Cross and the state.
The request asking the Supreme Court to limit the Circuit Court's
actions to consideration of the modified settlement agreement was
filed March 19, 1999, following an informal hearing before the
Circuit Court on March 15. At that hearing, Circuit Court Judge
Thomas Brown III stated that he has a number of concerns
regarding the proposed settlement that have not been addressed by
the parties.
Blue Cross and Blue Shield of Missouri continues to consider all
of its options, including pursuing its appeal to the Supreme
Court as well as addressing the concerns of the Circuit Court.
The ruling does not affect the pending appeal of the underlying
litigation to the Supreme Court, which was stayed while the
parties presented the settlement agreement to Judge Brown.
On March 12, state officials, Blue Cross and almost 100 consumer
groups representing 1 million Missourian's filed a joint motion
in Cole County Circuit Court in support of the modified
settlement agreement and requested its approval. The modified
settlement agreement calls for Blue Cross and Blue Shield of
Missouri to reorganize and be merged with RightCHOICE Managed
Care and for the creation of a charitable health care foundation.
The foundation will receive $12.95 million in cash and
approximately 80 percent of the stock of the new RightCHOICE.
The foundation will liquidate its stock in an orderly manner over
a period of time not to exceed seven years under a divestiture
plan, and the proceeds will be used to meet the health care needs
of under- and un-insured Missourians. The agreement, negotiated
in
- More -
good faith among the parties, is intended to resolve outstanding
litigation and regulatory issues between the state and Blue
Cross, create a non-profit health care foundation and move
RightCHOICE forward as a consolidated, fully for-profit Blue
Cross and Blue Shield licensee.
SAFE HARBOR
"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: the possibility of
an adverse ruling against Blue Cross in its litigation with the
state; the possibility that court approval of the modified
settlement agreement, referenced above, would not be obtained, or
if obtained, could include conditions that are not acceptable to
the parties; the possibility that all remaining contingencies and
conditions to the parties' obligations to effect the proposed
settlement transaction would not be met or otherwise satisfied;
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; market competition and
consolidation; escalating health care costs; dependence on sales
to individuals; recontracting efforts and potential of non-renewal
of subscriber and provider agreements; voting control by the
parent company; variability of operating results and stock price;
and additional factors 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 address is www.abcbs.com.
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