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
September 15, 1999
Date of Report (Date of earliest event reported): (September 09, 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)
Items 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 September 9, 1999, the Missouri Supreme Court ordered the
Circuit Court of Cole County, Missouri to rule on the proposed
settlement of litigation (described in the Registrant's prior SEC
filings) on or before November 9, 1999. A modified settlement
agreement was reached by Blue Cross and Blue Shield of Missouri,
the Registrant, the Missouri Attorney General, the Missouri
Department of Insurance and 100 consumer organizations
representing more than one million Missourians and was filed with
the Circuit Court on March 15, 1999.
The Registrant's Press Release, dated September 10, 1999, is
attached as Exhibit 99(a) hereto and is incorporated herein by
reference and the Court Order of the Missouri Supreme Court dated
September 9, 1999, is attached as Exhibit 99(b) hereto and is
incorporated herein.
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 September 10, 1999.
99(b) Court Order of the Missouri Supreme Court dated
September 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: September 15, 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 September 10, 1999
99(b) Court Order of the Missouri Supreme Court dated
September 9, 1999
EXHIBIT 99(a)
CONTACT: Deb Wiethop
(314) 923-4767
MISSOURI SUPREME COURT ORDERS TRIAL COURT TO RULE ON SETTLEMENT
BETWEEN
BLUE CROSS AND BLUE SHIELD OF MISSOURI AND STATE
ST. LOUIS, September 10, 1999 - Blue Cross and Blue Shield of
Missouri, parent company of RightCHOICE Managed Care, Inc.,
(NYSE: RIT) reported that the Missouri Supreme Court ordered the
lower court to rule on the proposed settlement of litigation on
or before November 9, 1999. A modified settlement agreement was
reached by the companies, the Missouri Attorney General, the
Missouri Department of Insurance and 100 consumer organizations
representing more than one million Missourians and was filed with
the Cole County Circuit Court on March 15, 1999. It is intended
to resolve the companies' outstanding litigation and regulatory
issues, create a health care foundation to address the unmet
health care needs of Missourians and result in RightCHOICE's
reorganization as a fully for-profit Blue Cross and Blue Shield
licensee.
The Supreme Court's order followed the September 8 oral arguments
on the company's appeal of an earlier trial court ruling that
Blue Cross and Blue Shield of Missouri was not operating
consistently with its statutory purposes as a not-for-profit
health services corporation. The company's appeal sought to
reverse the December 1996 ruling of Cole County Circuit Court
Judge Thomas Brown in a suit brought by Blue Cross and Blue
Shield of Missouri against the Missouri Attorney General and the
Department of Insurance. That litigation related to the
reorganization and public offering of RightCHOICE stock in 1994.
It is anticipated that any decision by the Supreme Court on
the appeal, which remains pending, will be deferred until after
the lower court rules on the modified settlement agreement. In
yesterday's order, the Supreme Court directed the Cole Court
Circuit Court to "dispose finally" of the motion for approval of
the modified settlement agreement or any amendment thereto by
November 9, 1999.
"We view the Supreme Court's action positively and
anticipate that it will move the settlement process forward. We
continue to believe that implementation of the modified
settlement agreement is in the best interests of all concerned
and is the right thing to do," said John A. O'Rourke, chairman,
president and chief executive officer of RightCHOICE Managed Care
and president and chief executive officer of Blue Cross and Blue
Shield of Missouri.
By its terms, the settlement must be approved by the court,
RightCHOICE shareholders, and the Blue Cross and Blue Shield
Association. The agreement also requires the parties to obtain
an expert tax opinion and/or ruling from the IRS on the tax
aspects of the transactions and satisfy certain other conditions.
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 including the possibility that court approval
of the modified settlement agreement, referenced above, would not
be obtained, or if obtained, could include terms or 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; 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 companies'
web site addresses are www.ritusa.com and www.abcbs.com.
####
EXHIBIT 99(b)
Supreme Court of Missouri
en baur
September 9, 1999
BLUE CROSS and BLUE SHIELD )
of MISSOURI, a Missouri )
nonprofit corporation, )
Appellant, )
)
vs. ) No. 81172
)
JAY ANGOFF, in his official capacity )
as the Director of the Missouri Department )
of Insurance, et al., )
Respondents. )
ORDER
The Court hereby orders the Circuit Court of Cole County,
on or before November 9, 1999, to dispose finally of "the parties'
Joint Motion to Approve Settlement Agreement As Amended" filed in that
court on March 15, 1999, or any other amendment thereto timely
presented to the court. The parties shall promptly notify this Court
of said disposition.
Day - to - Day
/s/ William Ray Price, Jr.
William Ray Price, Jr.
Chief Justice
Covington and Wolff, JJ, not participating.
