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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) March 17, 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 March 17, 2000, UICI (the "Company") announced that it expects to
report additional pre-tax operating losses at its United Credit National Bank
unit in the fourth quarter of 1999. The operating losses are primarily
attributable to increases in the Bank's credit card loan loss reserves in the
amount of $63.0 million. These operating losses are in addition to the estimated
pre-tax operating losses at UICI's United CreditServ unit in the amount of $79.0
million previously announced by UICI. For the full 1999 year, UICI currently
expects to report a pre-tax operating loss at its United CreditServ subsidiary
in the amount of approximately $147 million (including a write-off of $40
million, which had been previously recorded as goodwill).
In addition, following an evaluation of the future prospects of the
unit, UICI has determined that it intends to exit its United CreditServ credit
card business through a sale of the business. Finally, the Company announced
that debt outstanding under the Company's revolving credit facility with its
commercial banks has been reduced from $100.0 million to $25.0 million,
utilizing the proceeds of a $70.0 million loan extended to the Company by Ronald
L. Jensen, the Company's Chairman.
A copy of the Company's March 17, 2000 press release is filed as an
exhibit hereto, the terms of which are incorporated herein by reference thereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit
Number Description of Exhibit
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99.1 Press release announcing additional losses at United Credit National
Bank, exit from United CreditServ credit card business and debt
restructuring
99.2 Amended and Restated Loan Agreement, dated as of March 10, 2000,
between UICI, the Banks named therein and Bank of America, NA, for
itself and as agent
99.3 Promissory Note, dated March 14, 2000, payable by UICI SUB I, Inc. to
LM Financial, LLC
99.4 Guaranty, dated March 14, 2000, from UICI to LM Financial, LLC
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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 March 23, 2000 By /s/ Gregory T. Mutz
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Gregory T. Mutz
President and Chief Executive Officer
Date March 23, 2000 By /s/ William Benac
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William Benac
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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99.1 Press release announcing additional losses at United Credit National
Bank, exit from United CreditServ credit card business and debt
restructuring
99.2 Amended and Restated Loan Agreement, dated as of March 10, 2000,
between UICI, the Banks named therein and Bank of America, NA, for
itself and as agent
99.3 Promissory Note, dated March 14, 2000, payable by UICI SUB I, Inc. to
LM Financial, LLC
99.4 Guaranty, dated March 14, 2000, from UICI to LM Financial, LLC