As filed with the Securities and Exchange Commission on December 23, 2002
Registration No. 333-101111
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
COBALT CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1931212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 West Michigan Street
Milwaukee, Wisconsin 53203
(414) 226-6900
(Address, including zip code,
and
telephone number, including area code, of
registrant's principal executive offices)
--------------------------------------------
Stephen E. Bablitch
Chairman and Chief Executive Officer
401 West Michigan Street
Milwaukee, Wisconsin 53203
(414) 226-6900
(Name, address, including zip
code, and
telephone number, including area code,
of agent for service)
with copies to:
Joseph C. Branch
John M. Olson
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
SUBJECT TO COMPLETION, DATED DECEMBER 23, 2002
PROSPECTUS
7,000,000 Shares
Cobalt Logo [GRAPHIC OMITTED]
Common Stock
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf registration process, we may from time to time sell up to 500,000
shares of our common stock and Wisconsin United for Health Foundation, Inc.
(which we refer to as the "Foundation") may from time to time sell up to
6,500,000 shares of our common stock. This prospectus provides you with a
general description of the securities we may offer. Each time we or the
Foundation sells common stock, we will provide you with a prospectus supplement
that will contain more specific information. We may also add, update or change
in the prospectus supplement any of the information contained in this
prospectus. Please carefully read both this prospectus and any prospectus
supplement together with the additional information described below under
"Information Incorporated by Reference" and "Where You Can Find More
Information."
Our common stock is traded on the New York Stock Exchange under the symbol
"CBZ." On December 20, 2002, the closing sale price of our common stock was
$13.60 per share.
Investing in our common stock involves risks. Before buying any shares, you
should read the discussion of material risks of investing in our common stock
incorporated by reference herein or contained in any accompanying prospectus
supplement. See "Risk Factors" on page 4.
Our principal executive offices are located at 401 West Michigan Street,
Milwaukee, Wisconsin 53203, and our telephone number is (414) 226-6900.
_________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
_________________
The date of this prospectus is , 200_.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities nor a solicitation of an offer to buy these securities
in any state where the offer or sale is not permitted.
TABLE OF CONTENTS
Page
----
FORWARD-LOOKING STATEMENTS.....................................................2
COBALT CORPORATION.............................................................3
RISK FACTORS...................................................................4
USE OF PROCEEDS................................................................4
SELLING SHAREHOLDER............................................................4
PRICE RANGE OF COMMON STOCK....................................................5
DIVIDEND POLICY................................................................5
PLAN OF DISTRIBUTION...........................................................6
LEGAL MATTERS..................................................................7
EXPERTS........................................................................7
INFORMATION INCORPORATED BY REFERENCE..........................................8
WHERE YOU CAN FIND MORE INFORMATION............................................9
_______________
Unless the context otherwise requires, references in this prospectus to
"we," "us," "our" or "ours" refer collectively to Cobalt Corporation and its
subsidiaries.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus or any applicable prospectus supplement and, if given or made, such
information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information contained herein is correct as of any time after the date
of such information.
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference forward-looking
statements that involve risks and uncertainties. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and we are including this statement for purposes of those safe harbor
provisions. These forward-looking statements are often accompanied by words such
as "believe," "anticipate," "plan," "expect," "estimate," "intend," "seek,"
"goal," "may," "will," "could" and similar expressions. These statements
include, without limitation, statements about our plans and expectations for
improving our capital position and operating results, our market opportunities,
our growth strategies, competition, expected activities and future acquisitions
and investments and the adequacy of our available cash resources. We caution
investors that matters subject to forward-looking statements involve risks and
uncertainties, including economic, regulatory, competitive and other factors
that may affect our business. These statements are not guarantees of future
performance.
Our actual results may differ from projections or estimates due to a
variety of important factors. Our results of operations and projections of
future earnings depend in large part on accurately predicting and effectively
managing our business. A variety of factors may in the future affect our
operating results, including:
o loss of existing customer relationships and an ongoing decline in
membership;
o competition;
o changes in health care practices;
o changes in federal or state laws and regulations or their
interpretations;
o medical cost inflation;
o provider contract changes;
o new technologies;
o changes in our management;
o government-imposed surcharges;
o taxes or assessments;
o major epidemics;
o disasters; and
o numerous other factors affecting the delivery and cost of health care,
such as major health care providers' inability to maintain their
operations.
Due to these factors and risks, no assurance can be given with respect to
our future premium levels or our ability to control our future medical costs.
2
COBALT CORPORATION
Based on market share reports prepared by the Office of the Commissioner of
Insurance of the State of Wisconsin for 2001, we are the leading managed care
company in Wisconsin, offering a broad portfolio of managed care and insurance
products to employers, individuals and government entities. We have an exclusive
license to utilize the Blue Cross(R) and Blue Shield(R) service marks in
Wisconsin, giving us a unique position in that market.
Our Blue Cross & Blue Shield United of Wisconsin subsidiary provides
underwritten products, including preferred provider organizations and indemnity
options, as well as self-funded, administrative services only programs. Our
health maintenance organizations ("HMOs") are Compcare Health Services Insurance
Corporation, which we refer to as "CompcareBlue," Valley Health Plan, Inc., and
Unity Health Plans Insurance Corporation. Our CompcareBlue subsidiary operates
the oldest HMO in Wisconsin.
We offer one of the largest provider networks in Wisconsin. We believe that
all of our customers, including HMO members, have the ability to access the
leading physicians and hospitals in their respective service areas, including
Mayo Health Systems, University Health Care and Aurora Health Care, as
demonstrated by the fact that:
o the majority of the hospitals in our networks have received
accreditation by the Joint Commission on Accreditation of Health Care
Organizations, an organization nationally recognized for its rigorous
standards with respect to patient safety and quality initiatives;
o our network includes 89% of the board certified primary care
physicians in our service areas, which exceeds the national average of
82%, based on the National Committee for Quality Assurance, or "NCQA,"
Quality Compass 2002(R); and
o as of September 30, 2002, 87 % of our managed care membership is
insured through subsidiaries of ours which have met the quality
parameters established by the NCQA, which is supported through NCQA's
independent accreditation process.
We believe that our ability to offer a full spectrum of products and a
broad provider network to meet the needs and objectives of a wide range of
customers provides us with a competitive advantage.
We offer a variety of specialty managed care products, including dental,
life and disability insurance. We are one of the largest providers of dental HMO
and dental indemnity coverage in Wisconsin. We also offer workers' compensation
insurance and a variety of specialty managed care services, including cost
containment, health care electronic data interchange and receivables management
services. These specialty products and services are designed to complement our
customers' employee benefit packages. We also process Medicare claims as a
Medicare Part A fiscal intermediary and a Regional Home Health intermediary for
providers in numerous states and several U.S. territories and as a national
intermediary for the Federally Qualified Health Centers in all 50 states.
We market our medical and dental products through a salaried sales force
located throughout Wisconsin, as well as through independent agents and brokers,
and directly to customers via the internet. By integrating the marketing of our
medical products, we are able to offer a broad range of product choices to
health care consumers. We sell our specialty managed care products and services
through a variety of distribution channels to employer groups and providers,
principally in Wisconsin.
3
RISK FACTORS
Investing in our common stock involves risks. Before buying any shares, you
should read the discussion of the material risks of investing in our common
stock contained in our Current Report on Form 8-K dated November 8, 2002, as
amended by our Form 8-K/A filed on _____________, as well as in any prospectus
supplement accompanying this prospectus.
USE OF PROCEEDS
Unless otherwise stated in the applicable prospectus supplement, we intend
to use all or a portion of the net proceeds from the sale by us of common stock
offered by this prospectus and any accompanying prospectus supplement for
general corporate purposes. General corporate purposes may include the repayment
of outstanding indebtedness, the purchase of our common shares, capital
expenditures, mergers, acquisitions and other strategic investments. We have not
made specific allocations of the proceeds for such purposes at this time.
We will not receive any of the proceeds from the sale of common stock by
the Foundation, if any.
SELLING SHAREHOLDER
The following table sets forth information regarding the beneficial
ownership of our common stock by the Foundation as of December 17, 2002 and as
adjusted to give effect to the sale of all of the shares which may be offered
and sold from time to time under this prospectus. Each time the Foundation sells
shares, a prospectus supplement will provide specific information about the
Foundation's beneficial ownership of our common stock before and after such
sale.
Shares of Common Stock
Maximum Beneficially Owned
Shares of Common Stock Number After Sale of the
Beneficially Owned Prior to of Maximum Number of
this Offering Shares Shares Being Offerred
--------------------------- Being ------------------------
Name and Address Number Percent Offered Number Percent
- --------------------------------------- -------------- ----------- ----------- ----------- -----------
Wisconsin United for
Health Foundation, Inc.
10 East Doty Street, Suite 600
Madison, WI 53703 31,313,390(1) 75.3% 6,500,000 24,813,390 59.7%
(1) Based on the Schedule 13D filed by the Foundation pursuant to the Securities Exchange Act of 1934, as amended.
4
PRICE RANGE OF COMMON STOCK
Our common stock is traded on the New York Stock Exchange under the symbol
"CBZ". The following table sets forth the per share high and low sale prices for
our common stock as reported on the New York Stock Exchange for the periods
presented, along with the cash dividends paid per share for those periods. Prior
to March 31, 2001, we were named United Wisconsin Services, Inc., and our common
stock traded on the New York Stock Exchange under the symbol "UWZ."
Cash
High Low Dividends Paid
------ ----- ----------------
2000:
First Quarter................................ $ 6.31 $ 3.94 --
Second Quarter............................... 5.81 4.81 --
Third Quarter................................ 6.00 4.63 --
Fourth Quarter............................... 5.25 3.31 $ 0.05
2001:
First Quarter................................ $ 7.99 $ 3.38 --
Second Quarter............................... 8.00 4.90 --
Third Quarter................................ 9.05 4.37 --
Fourth Quarter............................... 6.95 3.99 --
2002:
First Quarter................................ $ 9.05 $ 5.33 --
Second Quarter............................... 23.45 8.65 --
Third Quarter................................ 23.40 14.11 --
Fourth Quarter (through December 20, 2002)... 18.70 12.15 --
As of December 17, 2002, there were 195 shareholders of record of our
common stock. Based on information obtained from our transfer agent and from
participants in security position listings and otherwise, we have reason to
believe there are more than 1,700 beneficial owners of shares of our common
stock.
DIVIDEND POLICY
We do not currently pay cash dividends and we do not plan to declare or pay
any dividends in the foreseeable future, but will instead retain cash for
working capital needs, for possible acquisitions, to reduce outstanding debt or
for other corporate purposes. Our ability to pay dividends to our shareholders
in the future will depend primarily upon the receipt of dividends from our
insurance subsidiaries. Currently, our insurance subsidiaries are prohibited
from paying dividends to us without the approval of the Office of the
Commissioner of Insurance of the State of Wisconsin.
5
PLAN OF DISTRIBUTION
We or the Foundation may sell the shares of common stock covered by this
prospectus through underwriters or dealers, through agents, or directly to one
or more purchasers. A prospectus supplement will describe the terms of any
offering of shares of the common stock, including:
o the name or names of the underwriters, if any;
o the purchase price of the common stock and the proceeds we will
receive from the sale;
o any over-allotment options under which underwriters may purchase
additional common stock from us or from the Foundation;
o any agency fees or underwriting discounts and other items constituting
agents' or underwriters' compensation;
o the public offering price, if applicable; and
o any discounts or concessions allowed or reallowed or paid to dealers.
If underwriters are used in a sale, they will acquire the shares of common
stock for their own account and may resell them from time to time in one or more
transactions at a fixed public offering price or at varying prices determined at
the time of sale. The obligations of the underwriters to purchase the common
stock will be subject to the conditions set forth in the applicable underwriting
agreement. We or the Foundation may offer the common stock to the public through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters may be
obligated to purchase all of the shares of common stock offered by the
prospectus supplement. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may change from time to
time. We or the Foundation may use underwriters with whom we have a material
relationship. We or the Foundation will describe the nature of any such
relationship in the prospectus supplement, naming the underwriter.
We or the Foundation may sell the common stock directly or through agents
we or the Foundation may designate from time to time. We will name any agent
involved in the offering and sale of securities and we will describe any
commissions we will pay the agent in the prospectus supplement.
Unless the prospectus supplement states otherwise, our or the Foundation's
agent will act on a best-efforts basis for the period of its appointment.
We or the Foundation may provide agents and underwriters with
indemnification against certain civil liabilities, including liabilities under
the Securities Act, or contribution with respect to payments that the agents or
underwriters may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us or the Foundation
in the ordinary course of business.
In connection with any underwritten offering covered by a supplement to
this prospectus, the underwriters may purchase and sell shares of our common
stock in the open market. These transactions may include stabilizing
transactions, short sales and purchases to cover positions created by short
sales. Stabilizing transactions consist of bids or purchases made for the
purpose of preventing or retarding a decline in the market price of our common
stock while the offering is in progress. These transactions may also include
short sales and purchases to cover positions created by short sales. Short sales
involve
6
the sale by the underwriter of a greater number of shares than it is required to
purchase in the offering. Short sales may be either "covered short sales" or
"naked short sales." Covered short sales are sales made in an amount not greater
than the underwriter's over-allotment option to purchase additional shares in
this offering. An underwriter may close out any covered short position by either
exercising its over-allotment option or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, an
underwriter will consider, among other things, the price of shares available for
purchase in the open market as compared to the price at which it may purchase
shares through the over-allotment option. Naked short sales are sales in excess
of the over-allotment option. An underwriter must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if an underwriter is concerned there may be downward
pressure on the price of shares in the open market after pricing that could
adversely affect investors who purchase our common stock in this offering.
The underwriters, if any, also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because a managing underwriter (if there is one), on
behalf of the underwriters, has repurchased shares sold by or for the account of
that underwriter in stabilizing or short covering transactions.
These activities by underwriters may stabilize, maintain or otherwise
affect the market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the New York
Stock Exchange or otherwise.
In compliance with National Association of Securities Dealers, Inc., or
"NASD," guidelines, the maximum consideration or discount to be received by any
NASD member or independent broker dealer may not exceed 8% of the aggregate
amount of the securities offered pursuant to this prospectus and any applicable
prospectus supplement.
Robert W. Baird & Co. Incorporated has been retained by the Foundation to
provide financial advisory services and will be entitled, upon completion of any
sale by the Foundation of our common stock, to a fee equal to 1.25% of the net
proceeds to be received by the Foundation up to $100 million and 1% of the net
proceeds to be received by the Foundation between $100 million and $200 million,
as well as reimbursement of expenses. The NASD has deemed this fee to be
underwriting compensation in connection with a sale by the Foundation of our
common stock in an underwritten offering in which Robert W. Baird & Co.,
Incorporated participates as an underwriter.
LEGAL MATTERS
The validity of our common stock offered by this prospectus will be passed
upon for us by Foley & Lardner, Milwaukee, Wisconsin.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements for the year ended December 31, 2001 included in our Form
8-K/A filed on ________ amending our Current Report on Form 8-K dated November
8, 2002, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
7
INFORMATION INCORPORATED BY REFERENCE
We are "incorporating by reference" specified documents that we file with
the SEC, which means:
o incorporated documents are considered part of this prospectus;
o we are disclosing important information to you by referring you to
those documents; and
o information we file with the SEC will automatically update and
supersede information contained in this prospectus.
We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and before the
end of the offering of our common stock:
o Our Annual Report on Form 10-K for the year ended December 31, 2001,
as amended by our Form 10-K/A filed April 18, 2002;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002;
o Our Current Report on Form 8-K dated March 19, 2002; our Current
Report on Form 8-K dated March 29, 2002, as amended by our Form 8-K/A
filed on May 28, 2002; our Current Report on Form 8-K dated July 9,
2002; our Current Report on Form 8-K dated November 8, 2002, as
amended by our Form 8-K/A filed on _______________; and our Current
Report on Form 8-K dated November 15, 2002; and
o The description of our common stock contained in our Registration
Statement on Form 10, filed with the SEC on May 29, 1998, as amended,
including any amendment or report filed for the purpose of updating
such information.
You may request a copy of any of these filings, including exhibits, at no
cost by writing to or calling Cobalt Corporation, Attn: Corporate Secretary, 401
West Michigan Street, Milwaukee, Wisconsin 53202, phone number (414) 226-6900.
8
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements, and other
information with the SEC. We have also filed a registration statement on Form
S-3, including exhibits, under the Securities Act of 1933 with respect to the
common stock offered by this prospectus. This prospectus is a part of the
registration statement, but does not contain all of the information included in
the registration statement or the exhibits. You may read and copy the
registration statement and any other document that we file at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington D.C., and at regional SEC
offices in New York, New York and Chicago, Illinois. You can call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. You can also find our public filings with the SEC on the Internet at a
web site maintained by the SEC located at http://www.sec.gov. Our common stock
is listed on the New York Stock Exchange and reports, proxy statements and other
information concerning us can be inspected at the New York Stock Exchange
located at 11 Wall Street, New York, New York 10005.
9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by the
Registrant in connection with the sale and distribution of the securities being
registered hereby.
Securities and Exchange Commission registration fee...... $10,645.32
Accounting fees and expenses............................. *
Legal fees and expenses.................................. *
Miscellaneous............................................ *
---------
Total................................................ $ *
==========
__________
* To be provided by amendment.
Item 15. Indemnification of Directors and Officers.
Under Cobalt's Amended and Restated Bylaws and Wisconsin law, Cobalt's
directors and officers are entitled to mandatory indemnification from Cobalt
against certain liabilities and expenses (a) to the extent such officers or
directors are successful in the defense of a proceeding, and (b) in proceedings
in which the director or officer is not successful in the defense thereof,
unless it is determined the director or officer breached or failed to perform
such person's duties to Cobalt and such breach or failure constituted: (i) a
willful failure to deal fairly with Cobalt or its shareholders in connection
with a matter in which the director or officer had a material conflict of
interest; (ii) a violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from which
the director or officer derived an improper personal profit; or (iv) willful
misconduct. Wisconsin law specifically states that it is the public policy of
Wisconsin to require or permit indemnification, allowance of expenses and
insurance in connection with a proceeding involving securities regulation, as
described therein, to the extent required or permitted as described above.
Under Wisconsin law, unless its Amended and Restated Articles of
Incorporation provide otherwise, directors of Cobalt are not subject to personal
liability to Cobalt, its shareholders, or any person asserting rights on behalf
thereof for certain breaches or failures to perform any duty resulting solely
from their status as directors, unless the person asserting liability proves
that the breach or failure constituted: (i) a willful failure to deal fairly
with the corporation or its shareholders in connection with a matter in which
the director had a material conflict of interest, (ii) a violation of criminal
law, unless the director had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe that his or her conduct was unlawful,
(iii) a transaction from which the director derived an improper personal profit,
or (iv) willful misconduct. Cobalt's Amended and Restated Articles of
Incorporation do not limit a director's immunity provided by Wisconsin law. The
above provisions pertain only to breaches of duty by directors as directors and
not in any other corporate capacity, such as officers. As a result of such
provisions, shareholders may be unable to recover monetary damages against
directors for actions taken by them which constitute negligence or gross
negligence or which are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equity relief with respect to such
actions. If equitable remedies are found not to be available to shareholders in
any particular case, shareholders may not have any effective remedy against the
challenged conduct.
II-1
Item 16. Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Foley & Lardner (to be filed by amendment).
23.1 Consent of Ernst & Young LLP (to be filed by amendment).
23.2 Consent of Foley & Lardner (included in Exhibit 5.1 hereto).
24. Powers of Attorney (previously filed).
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered, which remain unsold at the
termination of the offering.
II-2
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the registrant pursuant to the provisions set forth
or described in Item 15 of this registration statement, or otherwise, the
registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, State of Wisconsin, on December 20,
2002.
COBALT CORPORATION
By: /s/ Stephen E. Bablitch
------------------------------------
Stephen E. Bablitch
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen E. Bablitch Chairman and Chief Executive Officer December 20, 2002
- --------------------------- (Principal Executive Officer)
Stephen E. Bablitch
* Senior Vice President, Treasurer and Chief December 20, 2002
- --------------------------- Financial Officer (Principal Accounting and
Gail L. Hanson Financial Officer)
* Director December 20, 2002
- ---------------------------
Richard A. Abdoo
* Director December 20, 2002
- ---------------------------
Barry K. Allen
* Director December 20, 2002
- ---------------------------
James L. Forbes
* Director December 20, 2002
- ---------------------------
Michael S. Joyce
* Director December 20, 2002
- ---------------------------
Dr. D. Keith Ness
* Director December 20, 2002
- ---------------------------
Dr. William C. Rupp
* Director December 20, 2002
- ---------------------------
Janet D. Steiger
* Director December 20, 2002
- ---------------------------
Dr. Kenneth M. Viste, Jr.
* By: /s/ Stephen E. Bablitch
---------------------------
Stephen E. Bablitch, Attorney-in-Fact
S-1
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Foley & Lardner (to be filed by amendment).
23.1 Consent of Ernst & Young LLP (to be filed by amendment).
23.2 Consent of Foley & Lardner (included in Exhibit 5.1 hereto).
24. Powers of Attorney (previously filed)
E-1