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) August 14, 2002
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UICI
(Exact name of registrant as specified in its charter)
Delaware 001-14953 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)
ITEM 5. OTHER EVENTS.
Representatives of UICI will make a presentation to certain of its
independent agents associated with UGA -- Association Field Services (a division
of The MEGA Life and Health Insurance Company, a subsidiary of the Company) and
Cornerstone Marketing of America (a division of Mid-West National Life Insurance
Company of Tennessee, a subsidiary of the Company) in Las Vegas, Nevada on
Wednesday, August 14, 2002.
At the presentation, the Company anticipates that it will give some
specific, previously undisclosed, guidance with respect to expected 2002 results
of operations by business segment. The specific information to be presented is
included on the slides filed herewith as Exhibit 99.1.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Certain statements in this report are "forward-looking statements"
within the meaning of the Private Securities Litigation Act of 1995. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially from those included in the
forward-looking statements. These forward-looking statements involve risks and
uncertainties including, but not limited to, the following: changes in general
economic conditions, including the performance of financial markets, and
interest rates; competitive, regulatory or tax changes that affect the cost of
or demand for the Company's products; health care reform; the ability to predict
and effectively manage claims related to health care costs; and reliance on key
management and adequacy of claim liabilities.
The Company's future results will depend in large part on accurately
predicting health care costs incurred on existing business and upon the
Company's ability to control future health care costs through product and
benefit design, underwriting criteria, utilization management and negotiation of
favorable provider contracts. Changes in mandated benefits, utilization rates,
demographic characteristics, health care practices, provider consolidation,
inflation, new pharmaceuticals/technologies, clusters of high-cost cases, the
regulatory environment and numerous other factors are beyond the control of any
health plan provider and may adversely affect the Company's ability to predict
and control health care costs and claims, as well as the Company's financial
condition, results of operations or cash flows. Periodic renegotiations of
hospital and other provider contracts coupled with continued consolidation of
physician, hospital and other provider groups may result in increased health
care costs and limit the Company's ability to negotiate favorable rates.
Recently, large physician practice management companies have experienced extreme
financial difficulties, including bankruptcy, which may subject the Company to
increased credit risk related to provider groups and cause the Company to incur
duplicative claims expense. In addition, the Company faces competitive pressure
to contain premium prices. Fiscal concerns regarding the continued viability of
government-sponsored programs such as Medicare and Medicaid may cause decreasing
reimbursement rates for these programs. Any limitation on the Company's ability
to increase or maintain its premium levels, design products, implement
underwriting criteria or negotiate competitive provider contracts may adversely
affect the Company's financial condition or results of operations.
The Company's Academic Management Services Corp. business could be
adversely affected by changes in the Higher Education Act or other relevant
federal or state laws, rules and regulations and the programs implemented
thereunder may adversely impact the education credit market. In addition,
existing legislation and future measures by the federal government may adversely
affect the amount and nature of federal financial assistance available with
respect to loans made through the U.S. Department of Education. Finally the
level of competition currently in existence in the secondary market for loans
made
under the Federal Loan Programs could be reduced, resulting in fewer
potential buyers of the Federal Loans and lower prices available in the
secondary market for those loans.
ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 PowerPoint slides to be included in a presentation to be made to
independent agents associated with UGA -- Association Field
Services and Cornerstone Marketing of America in Las Vegas,
Nevada on Wednesday, August 14, 2002.
Exhibit 99.2 Copy of Certification of Gregory T. Mutz and Mark D. Hauptman,
the Chief Executive Officer and Chief Financial Officer,
respectively, of the Company, submitted pursuant toss. 906 of the
Sarbanes-Oxley Act of 2002 (submitted for informational purposes
only),
ITEM 9. REGULATION FD DISCLOSURE
On August 14, 2002, in connection with the filing of the Quarterly
Report on Form 10-Q of UICI (the "Company") for the period ended June 30, 2002
(the "Report"), Gregory T. Mutz and Mark D. Hauptman, the Chief Executive
Officer and Chief Financial Officer, respectively, of the Company, each
certified, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company as of the dates and for the periods
expressed in the Report.
A copy of the Certification is attached to this Report on Form 8-K as Exhibit
99.2 solely for informational purposes
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 August 14, 2002 By /s/ Mark D. Hauptman
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Mark D. Hauptman
Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 99.1 PowerPoint slides to be included in a presentation to be made to
independent agents associated with UGA -- Association Field
Services and Cornerstone Marketing of America in Las Vegas,
Nevada on Wednesday, August 14, 2002.
Exhibit 99.2 Copy of Certification of Gregory T. Mutz and Mark D. Hauptman,
the Chief Executive Officer and Chief Financial Officer,
respectively, of the Company, submitted pursuant toss. 906 of the
Sarbanes-Oxley Act of 2002 (submitted for informational purposes
only),