Filed by RightCHOICE Managed Care, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: RightCHOICE Managed Care, Inc.
Commission File No. 333-34750
For Further Information
Kevin Aandahl 314-923-6268
Deb Wiethop 314-923-4767
Blue Cross and Blue Shield of Missouri Announces
Court Ruling Consistent with Settlement Agreement
ST. LOUIS, November 6, 2000 - Blue Cross and Blue
Shield of Missouri, parent company of RightCHOICE Managed
Care, Inc. (NYSE: RIT) announced that a ruling issued
Friday, November 3, by Cole County Circuit Court Judge
Thomas Brown III, holds that the company is a public benefit
company.
"This ruling is favorable to our goal of consummating
the settlement agreement and creating The Missouri
Foundation for Health," said John A. 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. "As we understand
it, this ruling allows the process to proceed toward
establishing this much-needed foundation to serve the health
care needs of underinsured and uninsured Missourians and has
the support of 90 consumer groups representing more than 1
million Missourians."
A number of significant conditions must be satisfied
before the settlement is completed, including receipt of
approval of the reorganization from the company's
shareholders at the November 28 special shareholders'
meeting. The reorganization is also conditioned upon the
receipt of a private letter ruling from the IRS or tax
opinion from PricewaterhouseCoopers, final approval of the
reorganization from both the Blue Cross and Blue Shield
Association and the Missouri Department of Insurance and
legal opinions from counsel to the various parties.
If shareholder approval and other conditions to closing
are met, the closing could occur as soon as November 30,
2000, although the reorganization agreement provides that
the closing occur on or before December 31, 2000.
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 in
terms of members.
Caution Concerning Forward-Looking Statements
This press release includes "forward-looking statements"
within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on
management's current expectations and are naturally subject
to uncertainty and changes in circumstances. Actual results
may vary materially from the expectations described above.
Investors should not view these forward-looking statements
as guarantees of future performance. The risks and
uncertainties that could cause actual results to differ
materially are detailed in the company's filings with the
Securities and Exchange Commission, including its most
recent Quarterly Report on Form 10-Q and Annual Report on
Form 10-K. RightCHOICE is not under any obligation, and
expressly disclaims any obligation, to update or alter its
forward-looking statements whether as a result of new
information, future events or otherwise.
Important Information about Proposed Reorganization
RightCHOICE Managed Care, Inc., a Delaware corporation,
referred to below as New RightCHOICE, together with
RightCHOICE Managed Care, Inc., a Missouri corporation,
referred to below as RightCHOICE, has filed with the
Securities and Exchange Commission a definitive proxy
statement/prospectus and other documents regarding the
proposed settlement and reorganization transaction referred
to above. You are urged to read the definitive proxy
statement/prospectus and other documents because they
contain important information. You may obtain a free copy
of the definitive proxy statement/prospectus and other
documents filed by New RightCHOICE (as well as by
RightCHOICE) with the SEC at the SEC's web site at
www.sec.gov. The definitive proxy statement/prospectus and
these other documents may also be obtained for free by
RightCHOICE shareholders by directing a request to:
RightCHOICE Managed Care, Inc., 1831 Chestnut Street, St.
Louis, Missouri, 63103, Attn: Investor Relations, telephone
number (314) 923-4831; e-mail:[email protected].
RightCHOICE and its respective officers, directors,
employees and agents may be deemed to be participants in the
solicitation of proxies from their shareholders with respect
to the reorganization transaction. Information concerning
the participants in the solicitation is set forth in the
definitive proxy statement/prospectus.
