UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): March 19, 2002
Cobalt Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 1-14177 39-1931212
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
401 West Michigan Street
Milwaukee, Wisconsin 53202
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(Address of principal executive offices including zip code)
(414) 226-5000
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(Registrant's telephone number)
Item 5. Other Events and Regulation FD Disclosure.
On March 25, 2002, American Medical Security Group, Inc. ("AMS")
announced it has consummated its previously announced repurchase of 1.4 million
shares (the "Shares") of common stock, no par value, of AMS ("Common Stock")
from Blue Cross & Blue Shield United of Wisconsin ("BCBSUW"), a wholly owned
subsidiary of Cobalt Corporation (the "Company"), for $18.2 million or $13.00
per share. The purchase and sale was consummated pursuant to the terms of a
Stock Purchase Agreement, dated as of March 19, 2002, by and among the Company,
BCBSUW and AMS (the "Agreement"). Following the sale, BCBSUW owns approximately
39% of AMS' outstanding Common Stock.
In addition, pursuant to the Agreement, the Company, BCBSUW and AMS
agreed to seek to register and sell at least 3.0 million shares of Common Stock
owned by BCBSUW in an underwritten secondary offering expected to take place in
the second quarter of 2002.
As part of the Agreement, BCBSUW has withdrawn its intent to nominate
directors at AMS' 2002 annual meeting of shareholders. In addition, the Board of
Directors of AMS (the "Board") has elected Thomas R. Hefty and Kenneth L.
Evason, who were nominated by the Company and BCBSUW, to serve as directors on
the Board for terms expiring in 2003 and 2004, respectively. The Agreement also
provides that Cobalt and BCBSUW will be entitled to designate (i) two nominees
to the Board for so long as BCBSUW beneficially owns 20% or more of the then
outstanding shares of Common Stock and (ii) one nominee to the Board for so long
as BCBSUW beneficially owns 10% or more, but less than 20%, of the then issued
and outstanding shares of the Common Stock.
Pursuant to the Agreement, the Company and BCBSUW agreed to certain
standstill provisions and to vote in favor of the slate of directors nominated
by the Board, and also agreed not to present any new shareholder proposals or
nominate for election to the Board any additional directors for a period as
specified in the Agreement.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is
filed as an exhibit to this report and incorporated herein by reference.
A copy of the joint press release issued in connection with the
execution of the Agreement is attached hereto as Exhibit 99 and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(10) Stock Purchase Agreement, dated as of March 19, 2002, by and
among Blue Cross & Blue Shield United of Wisconsin, Cobalt Corporation
and American Medical Security Group, Inc.
(99) Press Release, dated March 19, 2002, issued by Cobalt
Corporation and American Medical Security Group, Inc.
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 hereunto duly authorized.
COBALT CORPORATION
Date: March 22, 2002 By: /s/ Thomas R. Hefty
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Thomas R. Hefty
Chairman of the Board, President and
Chief Executive Officer
COBALT CORPORATION
EXHIBIT INDEX TO FORM 8-K
Report Dated March 19, 2002
Exhibit No. Description
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10 Stock Purchase Agreement, dated as of March 19, 2002, by and
among Blue Cross & Blue Shield United of Wisconsin, Cobalt
Corporation and American Medical Security Group, Inc.
99 Press Release, dated March 19, 2002, issued by Cobalt Corporation
and American Medical Security Group, Inc.