1 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 28, 2000 ------------------ UICI (Exact name of registrant as specified in its charter) Delaware 0-14320 75-2044750 - ----------------------------------------------- ----------------------- ------------------ (State or other jurisdiction of incorporation (Commission File (IRS Employer or organization) Number) Identification No.) 4001 McEwen Drive, Suite 200, Dallas, Texas 75244 - ---------------------------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 392-6700 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. OTHER EVENTS On February 28, 2000, UICI (the "Company") announced that United Credit National Bank (the "Bank") (an indirect wholly-owned, except for directors' qualifying shares, subsidiary of the Company) had agreed to the issuance by the Office of the Comptroller of the Currency of a Consent Order, which will govern for the indefinite future the capitalization, funding activities, growth and operations of the Bank, a special purpose national bank headquartered in Sioux Falls, South Dakota. A summary of the Consent Order is contained in the press release filed as an exhibit hereto, the terms of which are incorporated by reference herein. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit Page Number Description of Exhibit Number - ------- ----------------------- ------ 99.1 Press release announcing that United Credit National Bank has agreed to the issuance by the Office of the Comptroller of the Currency of a Consent Order 2 3 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 --------- (Registrant) Date March 3, 2000 By /s/ Gregory T. Mutz ------------------ ------------------------------------ Gregory T. Mutz President and Chief Executive Officer Date March 3, 2000 By /s/ William Benac ------------------ ------------------------------------ William Benac Executive Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 News Release February 28, 2000