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
December 22, 2000
(Date of earliest event reported)
UNITED WISCONSIN SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Commission File No. 1-14177
WISCONSIN 39-1931212
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
401 WEST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53203-2896
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(414) 226-6900
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS
On December 22, 2000, United Wisconsin Services, Inc. ("UWS")
entered into a definitive Exchange Agreement with Blue Cross & Blue Shield
United of Wisconsin ("BCBSUW") pursuant to which UWS and BCBSUW will combine.
1. BCBSUW will be converted from a non-stock service insurance
corporation to a stock insurance corporation, and all of the issued
and outstanding shares of capital stock of BCBSUW will be issued to
Wisconsin BC Holdings LLC, a Wisconsin limited liability company
wholly owned by Wisconsin United for Health Foundation, Inc.;
2. BC Holdings will exchange all of the issued and outstanding shares
of capital stock of BCBSUW for 31,313,390 shares of newly issued, no
par value, common stock of UWS and $500,000 in cash;
3. BCBSUW will become a wholly owned subsidiary of UWS;
4. BC Holdings will be dissolved and the 31,313,390 shares of UWS
common stock will be distributed to the Foundation;
5. UWS's Articles of Incorporation and Bylaws will be amended and
restated to reflect changes necessary to effectuate the combination,
including a change in the composition of the board of directors
after the combination is completed; and
6. UWS will change its name to "Cobalt Corporation" and begin trading
under the ticker symbol "CBZ" on the New York Stock Exchange.
If the combination is approved, the Foundation will own approximately
77.5% of the issued and outstanding shares of common stock of Cobalt.
A Proxy Statement/Prospectus which describes the combination and the
exchange agreement is included in a Registration Statement filed by UWS with
the Securities and Exchange Commission on December 22, 2000, file No.
333-52674.
The Registrant hereby incorporates the Registration Statement into this
Form 8-K by reference. A copy of the Registration Statement is attached
hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99 Registration Statement on Form S-4 Registration No. 333-
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 hereto duly authorized.
UNITED WISCONSIN SERVICES, INC.
December 22, 2000 By: /s/ Gail L. Hanson
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Gail L. Hanson, Vice President,
Treasurer and Chief Financial
Officer