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EXHIBIT 99.2
FORM OF
VOTING AGREEMENT
VOTING AGREEMENT (the "Agreement"), dated as of October 5, 1999,
between Automatic Data Processing, Inc., a Delaware corporation, (the
"Stockholder") and UICI, a Delaware corporation ("Parent").
WHEREAS, concurrently with the execution of this Agreement, HealthPlan
Services Corporation (the "Company"), Parent and UICI Acquisition Co., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), have
entered into an Agreement and Plan of Merger (as the same may be amended from
time to time, the "Merger Agreement"), providing for the merger (the "Merger")
of Sub with and into the Company pursuant to the terms and conditions of the
Merger Agreement; and
WHEREAS, upon consummation the Merger, the stockholders of the Company
will receive a number of shares of common stock, par value $.01 per share, of
Parent ("Parent Common Stock") equal to the Exchange Ratio (as defined in the
Merger Agreement) for each share of common stock, par value $.01 per share (the
"Company Common Stock") of the Company owned by them;
WHEREAS, the Stockholder owns of record and beneficially 1,320,000
shares of Company Common Stock and wish to enter into this Agreement with
respect to all of such shares (such shares of Company Common Stock being
referred to as the "Shares"); and
WHEREAS, in order to induce Parent to enter into the Merger Agreement,
the Stockholder has agreed, upon the terms and subject to the conditions set
forth herein, to vote the Shares and to deliver an irrevocable proxy to Parent
to vote the Shares at a meeting of the Company's stockholders, in favor of
approval and adoption of the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Agreement to Vote Shares. The Stockholder agrees during the term of
this Agreement to vote the Stockholder's Shares, in person or by proxy, (a) in
favor of approval and adoption of the Merger Agreement and the Merger at every
meeting of the stockholders of the Company at which such matters are considered
and at every adjournment thereof, and (b) against an Alternative Acquisition (as
such term is defined in the Merger Agreement). The Stockholder agrees to deliver
to Parent upon request immediately prior to any vote contemplated by clause (a)
or (b) above a proxy substantially in the form attached hereto as Annex A (a
"Proxy"), which Proxy shall be irrevocable during the term of this Agreement to
the extent permitted under Delaware law, and Parent agrees to vote the Shares
subject to each such Proxy in favor of approval and adoption of the Merger
Agreement and the Merger.
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2. No Voting Trusts. The Stockholder agrees that the Stockholder will
not, nor will the Stockholder permit any entity under the Stockholder's control
to, deposit any of the Stockholder's Shares in a voting trust or subject any of
its Shares to any arrangement with respect to the voting of the Shares
inconsistent with this Agreement.
3. Limitation on Dispositions and Proxies. During the term of this
Agreement, the Stockholder agrees not to sell, assign, pledge, transfer or
otherwise dispose of, or grant any proxies with respect to (except for a Proxy
or a proxy which is not inconsistent with the terms of this Agreement) any of
the Stockholder's Shares.
4. Specific Performance. Each party hereto acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto
fails to comply with the obligations imposed by this Agreement, that, in the
event of any such failure, the other party will not have an adequate remedy at
law or in damages. Accordingly, each party hereto agrees that injunctive relief
or other equitable remedy, addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with any other party's
seeking or obtaining such equitable relief.
5. Term of Agreement; Termination. Subject to Section 9(e), the term of
this Agreement shall commence on the date hereof and such term and this
Agreement shall terminate upon the earliest to occur of (i) the Effective Time,
and (ii) the date on which the Merger Agreement is terminated in accordance with
its terms. Upon such termination, no party shall have any further obligations or
liabilities hereunder; provided, that such termination shall not relieve any
party from liability for any breach of this Agreement prior to such termination.
6. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to Parent that, as of the date hereof, (a) such
Stockholder has full legal power and authority to execute and deliver this
Agreement and the Proxy, and (b) such Stockholder's Shares are free and clear of
all proxies (except for a proxy which is not inconsistent with the terms of this
Agreement).
7. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by all parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by
any such party, nor shall any such waiver be deemed a continuing waiver of any
provision hereof by such party.
8. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission (with confirmation) and on the next business day
when sent by Federal Express, Express Mail or other reputable overnight
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courier service to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(a) If to Parent:
UICI
401 McEwen Drive, Suite 200
Dallas, TX 75244
Attention:
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Telecopier No.:
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with a copy to:
Gardner, Carton & Douglas
321 North Clark Street
Chicago, IL 60610-4795
Attention: Charles R. Manzoni, Jr., Esq.
Telecopier No.: (312) 644-3381
(b) If to Stockholder:
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 077068
Attention: Arthur F. Weinbach, Chairman & CEO
Telecopier No.: (973) 974-3371
9. Miscellaneous.
(a) This Agreement shall be deemed a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of
Delaware, without reference to its conflicts of law principles.
(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid or unenforceable
by a court of competent jurisdiction, such provision or application shall be
unenforceable only to the extent of such invalidity or unenforceability, and the
remainder of the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as to which it
is held invalid, and the remainder of this Agreement, shall not be affected.
(c) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(d) All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference shall
be derived therefrom.
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(e) The obligations of the Stockholder set forth in this Agreement
shall not be effective or binding upon the Stockholder until after such time as
the Merger Agreement is executed and delivered by the Company, Parent and Sub,
and the parties agree that there is not and has not been any other agreement,
arrangement or understanding between the parties hereto with respect to the
matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Arthur F. Weinbach
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Arthur F. Weinbach
Chariman and Chief Executive Officer
UICI
By:
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Name:
Title:
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(ANNEX A)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints UICI, a
Delaware corporation ("Parent"), its proxy to vote __________ shares of Common
Stock, par value $.01 per share, of _________________________, a Delaware
corporation (the "Company"), owned by the undersigned and described in the
Voting Agreement referred to below and which the undersigned is entitled to vote
at any meeting of stockholders of the Company, and at any adjournment thereof,
to be held for the purpose of considering and voting upon a proposal to approve
and adopt the Agreement and Plan of Merger, dated as of October __, 1999 (the
"Merger Agreement"), by and among the Company, Parent, and UICI Acquisition Co.,
a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"),
providing for the merger (the "Merger") of Sub with and into the Company, FOR
such proposal and AGAINST any Alternative Acquisition (as such term is defined
in the Merger Agreement). This proxy is subject to the terms of the Voting
Agreement, is coupled with an interest and revokes all prior proxies granted by
the undersigned with respect to such __________ shares, is irrevocable and shall
terminate and be of no further force or effect automatically at such time as the
Voting Agreement, dated as of October )__, 1999 between the undersigned and
Parent, a copy of such Agreement being attached hereto, terminates in accordance
with its terms.
Dated: ____________________, 1999
OFFICERS AND DIRECTORS AUTOMATIC DATA PROCESSING, INC.
OF THE COMPANY:
By:
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Name: Name:
Title:
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Name:
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Name:
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Name:
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