SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 1-13154
State of Incorporation) (Commission File Number)
39-1431799
(I.R.S. Employer Identification No.)
3100 AMS BOULEVARD, GREEN BAY, WISCONSIN 54313
(Address of principal executive offices) (Zip Code)
(920) 661-1111
(Registrant's telephone number, including area code)
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If this form relates to the registration of a class of securities pursuant to
Section12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A ----------- (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Share Purchase Rights New York Stock Exchange
(associated with the Common Stock)
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 9, 2001, the Board of Directors of American Medical Security
Group, Inc. (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, no par value per
share (the "Common Shares"), of the Company. The dividend is payable on August
20, 2001, (the "Record Date") to the shareholders of record on that date. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one ten-thousandths of a share (a "Unit") of Series B Junior
Cumulative Preferred Stock, no par value per share (the "Preferred Shares"), of
the Company at a price of $30.00 per one ten-thousandths of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of
August 9, 2001, between the Company and Firstar Bank, N.A., as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Shares and a Distribution Date will
occur upon the earlier to occur of (i) the tenth business day following the date
(the "Shares Acquisition Date") of the first public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has become
the beneficial owner of 12% or more of the Common Shares then outstanding, other
than as a result of repurchases of stock by the Company or certain inadvertent
actions by certain shareholders or (ii) the tenth business day (or such later
date as may be determined by action of the Board of Directors) following the
commencement of a tender or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 12% or more of such
outstanding Common Shares. "Acquiring Person" does not include Blue Cross & Blue
Shield United of Wisconsin ("BCBS") and its Affiliates and Associates, provided,
at any time while BCBS and its Affiliates and Associates hold more than 12%,
such persons do not acquire beneficial ownership of any additional Common Shares
other than by dividend or grant by the Company.
The Rights Agreement provides that, until the Distribution Date, (i) Rights
will be evidenced by the Common Share certificates and will be transferred with
and only with such Common Share certificates, (ii) new Common Share certificates
issued after the Record Date, upon transfer or new issuance of Common Shares,
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Shares,
outstanding as of the Record Date, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to require
prior to the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole shares of
Preferred Shares will be issued.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
evidence the Rights. Except as otherwise determined by the Board of Directors,
only Common Shares issued prior to the Distribution Date will be issued with
Rights.
The Rights are not exercisable until the later of the Distribution Date and
the date upon which the Rights are no longer redeemable by the Company. The
Rights will expire on August 20, 2011 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed,
exchanged or terminated by the Company, in each case, as described below. At no
time will the Rights have any voting power. The Purchase Price payable, and the
number of Preferred Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares
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or (iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one ten-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights are not
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 10,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share plus an amount equal to
accrued and unpaid dividends thereon but will be entitled to an aggregate
payment of 10,000 times the payment made per Common Share. Each Preferred Share
will have 10,000 votes, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 10,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one ten-thousandths interest in a Preferred
Share purchasable upon exercise of each Right held approximates the value of one
Common Share.
In the event that a person or a group has become an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Shares (or, in certain, circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
As an example, at an exercise price of $30 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $60 worth
of Common Shares (or other consideration, as noted above) for $30. Assuming that
the Common Shares had a per share value of $6 at such time, the holder of each
valid Right would be entitled to purchase 10 Common Shares for $30.
In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
(x) in which the Company is not the surviving entity or (y) in which the Company
is the surviving entity and the Common Shares are changed or exchanged, or (ii)
50% or more of the Company's assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which have previously been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one Common Share or one ten-thousandth of a
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Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
The Purchase Price payable, and the number of Units of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
At any time until ten business days following the Shares Acquisition Date,
(subject to extension by the Board), the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right
(payable in cash, Common Shares or other consideration deemed appropriate by the
Board of Directors) (the "Redemption Price"). The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon the
action of the Board of Directors ordering the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to correct any deficiency or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (other than an Acquiring Person or certain related parties),
or to shorten or lengthen any time period under the Rights Agreement. The
foregoing notwithstanding, no amendment (other than to cure an ambiguity or to
correct a deficiency) may be made at such time as the Rights are not redeemable.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
August 14, 2001. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
ITEM 2. EXHIBITS.
See the Exhibit Index following the Signature page of this registration
statement, which is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: AUGUST 14, 2001 AMERICAN MEDICAL SECURITY GROUP, INC.
By: /S/ SAMUEL V. MILLER
Name: Samuel V. Miller
Title: Chairman of the Board, President
and Chief Executive Officer
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AMERICAN MEDICAL SECURITY GROUP, INC.
(COMMISSION FILE NO. 1-13154)
EXHIBIT INDEX
TO
FORM 8-A REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION FILED HEREWITH
1 Rights Agreement, dated as of August 9, 2001, between American X
Medical Security Group, Inc. and Firstar Bank, N.A., as Rights Agent,
including the form of Articles of Amendment to Restated Articles of
Incorporation with Respect to Designation, Preferences, Limitations
and Relative Rights of Series B Junior Cumulative Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until
after the Distribution Date (as such term is defined in the Rights
Agreement), if any.
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