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) July 31, 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
On July 31, 2002, the Company will issue a press release disclosing its
results of operations for the three and six months ended June 30, 2002. A copy
of that press release is included herein as Exhibit 99.1 hereto.
As disclosed in the press release, based on results of operations
through June 30, 2002, the Company has determined to modify its previously
published guidance with respect to expected 2002 results of operations as
follows:
o The Company continues to estimate that consolidated revenues
in 2002 will be approximately $1.3 billion.
o The Company currently estimates that fully diluted net
earnings before cumulative effect of accounting change per
share for 2002 will be between $0.95 and $1.05. For purposes
of this estimate, the Company has estimated the amount of
pre-tax variable stock-based compensation in 2002 to be
approximately $(24.0) million.
o Excluding the effects of (a) anticipated losses at Healthaxis,
Inc., (b) the $(6.5) million ($(0.09) per diluted share, net
of tax) write-down of the Company's investment in Healthaxis
taken in the second quarter of 2002, (c) a goodwill impairment
charge in the amount of $(6.9) million reflected as a
cumulative effect in change in accounting principle in
accordance with Statement No. 142, and (d) the effects of
variable stock-based compensation, the Company currently
estimates that pro forma net income per diluted share for 2002
will be between $1.46 and $1.56.
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 FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press Release distributed on July 31, 2002,
disclosing results of operations for the three and
six-month periods ended June 30, 2002
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 July 31, 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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99.1 Press Release distributed on July 31, 2002, disclosing results
of operations for the three and six-month periods ended June
30, 2002