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 1934
-----------------------
Date of Report
(Date of earliest
event reported): March 29, 2002
Cobalt Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 1-14177 39-1931212
- -------------------- --------------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
401 West Michigan Street
Milwaukee, Wisconsin 53202
-----------------------------------------------------------------
(Address of principal executive offices including zip code)
(414) 226-5000
----------------------------------
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
On March 29, 2002, Cobalt Corporation (the "Company") consummated a sale
of Innovative Resource Group, a wholly owned subsidiary of the Company, to a
subsidiary of APS Healthcare, Inc. of Bethesda, Maryland ("APS").
The sale price was $27 million, consisting of $17 million paid in cash at
closing and $10 million in the form of three-year note. The Company expects to
report a gain of approximately $11 million on the transaction after transaction
costs and discounts. The purchase price was based on arms-length negotiations
between the Company and APS.
The Company's results for fiscal 2001 include the following amounts
attributable to Innovative Resource Group:
Twelve Months ended (1) Nine Months ended (2)
December 31, 2001
Total Revenues $46,881,000 $36,189,000
Income before Income Taxes 2,337,000 1,937,000
Net Income 1,207,000 988,000
(1) Amounts included in Cobalt Corporation pro forma financial results for
2001.
(2) Amounts included in Cobalt Corporation results as reported in its Form
10K for the fiscal year ended December 31, 2001.
Total assets for Innovative Resource Group as of December 31, 2001 were
$19,072,000.
Innovative Resource Group is a healthcare management company specializing
in behavioral health, medical and workers' compensation consulting, care
management and administrative services.
The foregoing description of the transaction is qualified in its entirety
by reference to the full text of the Purchase and Sale Agreement, a copy of
which is filed as an exhibit to this report and incorporated herein by
reference.
A copy of the press release issued in connection with the transaction is
attached hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro forma financial information. The Company will provide pro
forma financial information required by Item 7 by amendment to
this Current Report on Form 8-K not later than sixty days after
the date this initial Current Report on Form 8-K must be filed.
(c) Exhibits.
(2) Purchase and Sale Agreement, effective March 29, 2002,
by and among APS Healthcare Bethesda, Inc., CC Holdings, LLC,
Innovative Resource Group, LLC and Cobalt Corporation.
(99) Press Release, dated April 1, 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: April 1, 2002 By: /s/ Stephen E. Bablitch
--------------------------------
Stephen E. Bablitch
Senior Vice President and
General Counsel
COBALT CORPORATION
EXHIBIT INDEX TO FORM 8-K
Report Dated March 29, 2002
Exhibit No. Description
2 Purchase and Sale Agreement, effective March 29, 2002, by and
among APS Healthcare Bethesda, Inc., CC Holdings LLC, Innovative
Resource Group, LLC and Cobalt Corporation
99 Press Release, dated April 1, 2002, issued by Cobalt Corporation