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UNITED STATES
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 193
Date of Report (Date of earliest event reported) January 22, 1997
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UNITED DENTAL CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26688 75-2309712
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(State of other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
14755 Preston Road, Suite 300, Dallas, Texas 75240
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (972) 458-7474
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(Former name or former address, if changed since last report)
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UNITED DENTAL CARE, INC.
FORM 8-K
JANUARY 22, 1997
Item 2. Acquisition or Disposition of Assets.
On January 22, 1997, United Dental Care, Inc., a Delaware corporation
(the "Company"), completed its previously announced acquisition of United
Dental Care, Inc., an Oklahoma corporation ("UDC-OK"). The acquisition was
made pursuant to a Stock Purchase Agreement, dated September 10, 1996, between
the Company and the principal shareholders of UDC-OK. The Company acquired
approximately 99.3% of the outstanding capital stock of UDC-OK, consisting of
the shares owned by such principal shareholders and other shares tendered for
purchase at the same price by other shareholders.
UDC-OK, through a subsidiary, operates a prepaid dental plan in the
State of Oklahoma. At December 31, 1996, UDC-OK had approximately 95,000
members and for the year ended December 31, 1996, had unaudited total revenues
of approximately $5.6 million. As a result of the acquisition, the Company
acquired a licensed subsidiary authorized to operate a prepaid dental plan in
the State of Oklahoma, a state where the Company was not so licensed prior to
the acquisition.
The aggregate consideration paid by the Company was approximately $7.5
million. The consideration was paid in cash out of the general corporate funds
of the Company. The Company intends to acquire the remaining approximately
0.7% of the outstanding capital stock of UDC-OK as soon as practicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
10.01 Stock Purchase Agreement dated as of September 20, 1996 between
United Dental Care, Inc., as Purchaser, and UICI, United
Management and Consulting, Inc., United Management and Consulting
Retirement Plan and Marie C. Montgomery Revocable Trust U/T/A
March 23, 1992, as Sellers. (Incorporated by reference to Exhibit
10.32 to Form S-1 Registration Statement, No. 333-12425, filed by
the Company with the Commission on September 10, 1996).
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10.02* First Amendment to Stock Purchase Agreement, dated January
22, 1997, between United Dental Care, Inc., as Purchaser,
and UICI, United Management and Consulting, Inc., United
Management and consulting Retirement Plan and Marie C.
Montgomery Revocable Trust U/T/A March 23, 1992, as
Sellers (filed herewith).
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*Filed Herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED DENTAL CARE, INC.
Date: January 31, 1997 /s/ MARK E. PAPE
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Mark E Pape, Senior Vice President
Chief Financial Officer
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UNITED DENTAL CARE, INC.
INDEX OF EXHIBITS
Exhibit No.
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10.01 Stock Purchase Agreement dated as of September 20, 1996 between
United Dental Care, Inc., as Purchaser, and UICI, United
Management and Consulting, Inc., United Management and Consulting
Retirement Plan and Marie C. Montgomery Revocable Trust U/T/A
March 23, 1992, as Sellers. (Incorporated by reference to Exhibit
10.32 to Form S-1 Registration Statement, No. 333-12425, filed by
the Company with the Commission on September 10, 1996).
10.02* First Amendment to Stock Purchase Agreement, dated January 22,
1997, between United Dental Care, Inc., as Purchaser, and UICI,
United Management and Consulting, Inc., United Management and
consulting Retirement Plan and Marie C. Montgomery Revocable
Trust U/T/A March 23, 1992, as Sellers (filed herewith).
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EXHIBIT 10.02
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made
effective as of the 22nd day of January, 1997 (the "Effective Date") between
UNITED DENTAL CARE, INC., a Delaware corporation ("Purchaser"), and UICI, a
Delaware corporation, UNITED MANAGEMENT & CONSULTING, INC., an Oklahoma
corporation, UNITED MANAGEMENT & CONSULTING, INC. RETIREMENT PLAN, and the
MARIE C. MONTGOMERY REVOCABLE TRUST U/T/A March 23, 1992 ("Sellers").
RECITALS:
A. The Parties have entered into that certain Stock Purchase
Agreement dated September 10, 1996 for the purpose of purchasing and selling
shares of United Dental Care, Inc., an Oklahoma corporation (the "Agreement").
B. The parties desire to amend the Agreement in the manner set forth
below.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. The Agreement is hereby amended by deleting the text of Section 8.1(i)
and Section 9.1(j) and inserting in lieu thereof the following:
"[Intentionally left blank]"
2. The Agreement is hereby amended by deleting the first sentence of
Section 10.1, and inserting in lieu thereof the following:
The Closing shall take place at the offices of Counsel to
Purchaser in Dallas, Texas, or at such other location as
Purchaser and Sellers may mutually agree, within five (5)
business days after the date on which all governmental and third
party consents necessary for the consummation of the transactions
contemplated by this Agreement are obtained and all other
conditions to Closing are satisfied, or at such time as Purchaser
and Sellers may mutually agree, but in no event later than one
hundred fifty
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(150) days after the Effective Date unless extended by the mutual
agreement of the Purchasers and the Sellers, subject to earlier
termination pursuant to the provisions of Article 12 hereof.
3. The Agreement is hereby amended by deleting the words "The MEGA Life and
Health Insurance Company" from Section 8.1(h) and inserting in lieu
thereof the word "UICI".
4. The Agreement is hereby amended by deleting the words "The MEGA Life and
Health Insurance Company, a subsidiary of" from Section 6.4(i).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have signed this Amendment effective as
of the Effective Date.
PURCHASER:
UNITED DENTAL CARE, INC.
By: /s/ Mark E. Pape
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Mark E. Pape, Senior Vice President
SELLERS:
UICI
By: /s/ Robert B. Vlach
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Name: Robert B. Vlach
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Title: Vice President
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UNITED MANAGEMENT &
CONSULTING, INC.
By: /s/ Charles M. Montgomery
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Name: Charles M. Montgomery
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Title: President
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THE UNITED MANAGEMENT &
CONSULTING, INC. RETIREMENT
PLAN
By: /s/ Charles Montgomery
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Name: Charles M. Montgomery
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Title: Trustee
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THE MARIE C. MONTGOMERY
REVOCABLE TRUST U/T/A 3/23/92
By: /s/ Charles M. Montgomery
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Name:Charles Montgomery
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Title:Trustee
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