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 17, 1999
Date of Report (Date of earliest event reported): (March 15, 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 15, 1999, Judge Thomas J. Brown III of the Circuit
Court of Cole County, Missouri stated during an informal status
hearing that he has continued concerns with the Settlement
Agreement, as amended.
The press release dated March 16, 1999 concerning Judge
Brown's comments 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 16, 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 17, 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 16, 1999.
Exhibit 99(a)
CONTACT: Clara Kinner
(314) 923-6268
Deb Wiethop
(314) 923-4767
BLUE CROSS AND BLUE SHIELD OF MISSOURI AND RIGHTCHOICE ADVISE
THAT COURT HAS CONTINUED CONCERNS ABOUT MODIFIED
SETTLEMENT AGREEMENT
ST. LOUIS, March 16, 1999 -- Blue Cross and Blue Shield of
Missouri, parent company of RightCHOICE Managed Care, Inc.
(NYSE:RIT), advised today that Cole County Circuit Court
Judge Thomas Brown III made statements on the record
indicating that he has continued concerns with the modified
settlement agreement filed on March 12, 1999.
Judge Brown's comments, made during an informal status
hearing late on March 15, did not constitute an approval or
denial of the modified settlement agreement. Judge Brown did
not indicate when a formal ruling would be issued, and stated
that he had not yet completed his review of the modified
settlement agreement and supporting documents.
Judge Brown expressed concern about a number of issues,
including whether the modified agreement produces full and
fair value to the resulting foundation and about provisions
of the stock divestiture plan. He expressed particular
concern about the process by which members are to be selected
to serve on the foundation board.
Blue Cross and Blue Shield of Missouri continues its parallel
course of appeal to the Missouri Supreme Court, and in light
of the court's comments, is considering other legal options.
On March 12 Blue Cross and Blue Shield of Missouri, state
officials, and almost 100 consumer groups representing 1
million Missourians filed a joint motion to approve the
modified settlement agreement. The agreement is intended to
resolve outstanding litigation and regulatory issues, create
a non-profit health care foundation, and move RightCHOICE
forward as a consolidated, fully for-profit Blue Cross and
Blue Shield licensee. The modified agreement resulted from
negotiations among the parties and consumer groups following
the February 10 report by the court-appointed Special Master
to address his concerns with the original settlement
agreement.
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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: 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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