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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) April 14, 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 April 14, 2000, UICI announced that its previously-announced
acquisition of HealthPlan Services Corporation has been terminated by mutual
agreement. On February 18, 2000, UICI and HPS entered into an amended merger
agreement, which contemplated the acquisition by UICI of all outstanding common
stock of HPS for convertible preferred securities valued at $8.75 per HPS share,
or approximately $120 million in the aggregate. Completion of the acquisition
was subject to several conditions, including UICI's obtaining the consent of
HPS' lenders. UICI has been unable to obtain the required consents, and as a
result UICI and HPS have mutually agreed to terminate the transaction.
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 termination of merger agreement with
HealthPlan Services Corporation
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 April 19, 2000 By /s/ Gregory T. Mutz
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Gregory T. Mutz
President and Chief Executive Officer
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