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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 18, 2000
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UICI
(Exact name of registrant as specified in its charter)
Delaware 0-14320 75-2044750
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(State or other jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 392-6700
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On February 18, 2000, UICI and HealthPlan Services Corporation ("HPS")
announced that their respective boards of directors unanimously approved an
amended agreement providing for the acquisition by UICI of all outstanding
common stock of HPS for convertible preferred securities valued at $8.75 per
share, or $120 million in the aggregate. Upon completion of the pending
acquisition, HPS will become a wholly owned, separately-operated subsidiary of
UICI.
In the merger, HPS shareholders will receive trust issued preferred
securities issued by a grantor trust established by UICI. At the option of the
holder, each preferred security can either be (1) exchanged at any time into a
fixed number of HealthAxis.com common shares, calculated at a 25% premium over
the average closing price per share of HealthAxis.com's common stock for the 10
consecutive trading days prior to the issue date, or (2) converted into a fixed
number of common shares of UICI at $25 per UICI common share. The preferred
securities have a maturity of 30 years and call for annual cumulative
distributions at the rate of 7% payable quarterly in arrears, subject to certain
deferral rights. A definitive term sheet describing in greater detail the terms
of the trust issued preferred securities to be issued in the proposed merger is
included as Exhibit C to the form of Amended and Restated Agreement and Plan of
Merger filed herewith as Exhibit 99.2.
The acquisition is contingent upon UICI's obtaining the consent of the
HPS bank group and lenders under the UICI bank facility to assume HPS's bank
indebtedness and to issue the subordinated debentures connected with, and to
make the dividend payments on, the preferred securities. The HPS acquisition is
also conditioned upon consummation of the upstream merger of HealthAxis.com,
Inc. and HealthAxis Inc. (formerly Provident American Corporation) and
registration of the underlying HealthAxis.com shares into which the preferred
securities are exchangeable, both of which events are expected to be completed
in May 2000. The transaction is otherwise subject to several closing conditions,
including the reissuance of a fairness opinion by HPS's financial advisor, Bear
Stearns on or about the time of mailing of the definitive proxy materials, and
approval by HPS shareholders.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit Page
Number Description of Exhibit Number
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99.1 Press release announcing execution of an amended and restated
Agreement and Plan of Merger with HealthPlan Services Corporation
99.2 Amended and Restated Agreement and Plan of Merger, dated as of
February 18, 2000, by and among UICI, UICI Acquisition Co., UICI
Capital Trust I and HealthPlan Services Corporation
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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.
UICI
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(Registrant)
Date February 28, 2000 By /s/ Gregory T. Mutz
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Gregory T. Mutz
President and Chief Executive
Officer
Date February 28, 2000 By /s/ William Benac
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William Benac
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release announcing execution of an amended and restated
Agreement and Plan of Merger with HealthPlan Services Corporation
99.2 Amended and Restated Agreement and Plan of Merger, dated as of
February 18, 2000, by and among UICI, UICI Acquisition Co., UICI
Capital Trust I and HealthPlan Services Corporation