-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dtm0P9LBVAPp1U68c2L7Ai1fCzioyOFjI6RMXPeFNCHZmhFZ2WtULO1CDGXH2tFq bx2FN1FuTHUz+Kl/LcTwUQ== 0000950134-02-010536.txt : 20020822 0000950134-02-010536.hdr.sgml : 20020822 20020822155228 ACCESSION NUMBER: 0000950134-02-010536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020822 GROUP MEMBERS: THE MEGA LIFE AND INSURANCE CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHAXIS INC CENTRAL INDEX KEY: 0000768892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 232214195 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38359 FILM NUMBER: 02745833 BUSINESS ADDRESS: STREET 1: 2500 DEKALB PIKE CITY: NORRISTOWN STATE: PA ZIP: 19401 BUSINESS PHONE: 6102792500 MAIL ADDRESS: STREET 1: 2500 DEKALB PIKE STREET 2: PO BOX 511 CITY: NORRISTOWN STATE: PA ZIP: 19404-0511 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT AMERICAN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UICI CENTRAL INDEX KEY: 0000773660 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 752044750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4001 MCEWEN STE 200 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9723926700 MAIL ADDRESS: STREET 1: 4001 MCEWEN SUITE 200 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: UNITED INSURANCE COMPANIES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 d99408a2sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* HealthAxis Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 74382 10 7 ------------------------------------- (CUSIP Number) Gregory T. Mutz UICI 4001 McEwen Drive, Suite 200 Dallas, Texas 75244 (972) 392-6700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2002 ---------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 74382 10 7 PAGE 2 of 10 PAGES ---------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UICI 75-2044750 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 24,989,777 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING -0- PERSON WITH 9 SOLE DISPOSITIVE POWER 24,989,777 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,989,777 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.9% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 74382 10 7 PAGE 3 of 10 PAGES ---------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The MEGA Life and Health Insurance Company FEIN 59-2213662 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma 7 SOLE VOTING POWER NUMBER OF 3,557,179 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 3,557,179 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,557,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 74382 10 7 Page 4 of 10 Pages This Amendment No. 2 (this "Amendment") is being filed to a Schedule 13D dated February 5, 2001 and amended February 7, 2001 by UICI, The MEGA Life and Health Insurance Company ("MEGA") and UICI Sub I, Inc. ITEM 1. SECURITY AND ISSUER Common Stock $0.10 par value per share ("Common Stock") HealthAxis Inc. (the "Issuer") 2500 DeKalb Pike East Norriton, Pennsylvania 19401 ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended to eliminate UICI Sub I, Inc. as a person filing this Amendment. Appendix A contains the information called for by Items 2-6 of Schedule 13D for the executive officers and directors of each of UICI and MEGA. MEGA is a wholly owned subsidiary of UICI. TO THE EXTENT THAT THIS INFORMATION PREVIOUSLY SET FORTH IN ITEM 2 HAS NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the terms of the Voting Trust Agreement (as defined below in Item 4) and the Founder's Voting Trust Agreement (as defined below in Item 4), shares of Common Stock reverted to UICI. UICI did not provide any additional consideration for such shares of Common Stock. In addition to the Common Stock received by UICI described above, upon the consummation of the merger on January 29, 2001 of HealthAxis.com, Inc., a Pennsylvania corporation ("HealthAxis"), with and into HealthAxis Acquisition Corp., a Pennsylvania corporation, UICI received two Stock Purchase Warrants (the "Warrants") in exchange for the Stock Purchase Warrants of HealthAxis that UICI had acquired previously. The Warrants are convertible into shares of Common Stock at an exercise price of $4.40 per share and $12.00 per share, respectively. As discussed below, UICI exchanged certain securities of the Issuer for different securities of the Issuer. See a description of such transactions as described in Item 4 for the type and amount of consideration provided. ITEM 4. PURPOSE OF TRANSACTION Reversion of Voting Trust Shares of Common Stock On July 31, 2000, UICI entered into that certain Amended and Restated Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which UICI deposited shares of common stock of HealthAxis.com, Inc. ("HealthAxis") into a Voting Trust (the "Voting Trust"). Upon the completion of the Merger each of those securities were converted 8,851,714 shares of Common Stock. On November 7, 2001, the Voting Trust was terminated and all of the 8,851,714 shares of Common Stock reverted to UICI. CUSIP NO. 74382 10 7 Page 5 of 10 Pages Proxy Agreement Effective November 7, 2001, for the sole purpose of electing directors to the board of directors of the Issuer, UICI appointed as its proxies the board of directors of the Issuer, with power to vote 33-1/3% of the number of shares of Common Stock held of record from time to time by UICI, with such proxies to vote such in favor of the nominees that a majority of the directors of the Issuer shall have recommended stand for election. The authority granted to such proxies will terminate at the earlier to occur of (i) November 7, 2011, (ii) such date as UICI beneficially holds less than 25% of the outstanding shares of common stock of the Issuer on a fully diluted basis, (iii) such date as any person or persons acting as a "group" beneficially holds a greater percentage of the outstanding shares of Common Stock on a fully diluted basis than the percentage beneficially owned by UICI or (iv) the filing by the Issuer of a voluntary petition in bankruptcy or the filing by a third party of an involuntary petition in bankruptcy with respect to the Issuer. Reversion of Founders Program Voting Trust Shares of Common Stock UICI established and sponsored the Insurdata Founder's Program pursuant to which UICI had granted options to purchase shares of common stock of Insurdata Incorporated ("Insurdata"), which were owned at the time by UICI, to certain employees of Insurdata. Insurdata was a wholly owned Texas corporation subsidiary of UICI which merged with and into HealthAxis. UICI reserved an appropriate amount of Insurdata common stock to be distributed upon the exercise of such options. Immediately prior to the merger of Insurdata and HealthAxis, UICI established the Founders Program Voting Trust pursuant to a Voting Trust Agreement dated January 7, 2000 (the "Founder's Voting Trust Agreement"). In that merger, the Founder's Voting Trust received shares of HealthAxis common stock in exchange for the Insurdata common stock. Upon the consummation of the Merger, the HealthAxis common stock held in the Founder's Voting Trust was converted into shares of Common Stock. As of December 31, 2001, 541,847 shares of Common Stock had reverted to UICI in accordance with the terms of the Founder's Voting Trust Agreement. Termination of Outsourcing Agreement Pursuant to the terms of an Information Technology Services Agreement, amended and restated as of January 3, 2000 (the "Services Agreement"), the Issuer formerly provided information systems and software development services (including administration of UICI's computer data center) to UICI and its insurance company affiliates at the Issuer's cost of such services (including direct costs of the Issuer personnel dedicated to providing services to UICI plus a portion of the Issuer's overhead costs) plus a 10% mark-up. The Services Agreement had an initial five-year term ending on January 3, 2005, which was subject to extension by UICI. The Services Agreement was terminable by UICI or the Issuer at any time upon not less than 180 days' notice to the other party. Effective June 15, 2002, UICI and the Issuer terminated the Services Agreement. As part of the termination arrangement, UICI made a one-time payment to the Issuer in the amount of $6.5 million and tendered 500,000 shares of Common Stock to the Issuer. Exchange of Debentures for Preferred Stock On July 31, 2002, UICI exchanged the $1.67 million principal amount of the Issuer's 2% convertible debentures (the "2% Debentures") for cash in the amount of $243,000 and 1,424 shares of a newly authorized series of the Issuer's 2% convertible preferred stock (the "Preferred Stock"), which preferred stock has a stated liquidation value of $1,000 per share. The Preferred Stock is convertible into 542,477 shares of Common Stock at a conversion price per share of $2.625. CUSIP NO. 74382 10 7 Page 6 of 10 Pages The 2% Debentures had been convertible into 185,185 shares of Common Stock at a conversion price of $9.00 per share. Resignation of Directors On November 7, 2001, Gregory T. Mutz and Patrick J. McLaughlin, UICI's nominees to the Board of Directors of the Issuer, resigned as directors of the Issuer. TO THE EXTENT THAT ANY OTHER INFORMATION CONTAINED IN ITEM 4 HAS NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT. ITEM 5. INTEREST IN SECURITIES OF ISSUER THE FOLLOWING INFORMATION IS FROM AMENDMENT NO. 1 TO THE SCHEDULE 13D FILED FEBRUARY 7, 2002. IT SHOULD BE UPDATED TO THE PRESENT AND SHOULD INCLUDE ALL OF THE PERSONS WHO ARE NOW LISTED IN ITEM 2, EITHER IN THE INITIAL FILING ASSUMING THEY HAVE NOT BEEN DELETED BY THIS FILING OR THROUGH THE ADDITION OF NEW PERSONS IN THIS FILING. TO THE EXTENT THAT THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT. (a) The following table sets forth the beneficial ownership of each person named in Item 2. The number of shares of Common Stock beneficially owned in total represents the number of shares of Common Stock the person beneficially owns in addition to the number of shares of Common Stock for which the Warrants or Debentures beneficially owned by the person are convertible. The number of shares of Common Stock beneficially owned through rights to acquire represents the number of shares of Common Stock for which the Warrants or Debentures beneficially owned by the person are convertible. The percentage of shares owned assumes, with respect to each person, that all Warrants or Debentures beneficially owned by the person are converted for shares of Common Stock and that no other convertible security of the Issuer held by other persons are converted into shares of Common Stock.
Shares of Common Stock Shares of Common Stock Beneficially Beneficially Owned Percent of All Person Owned (Total) (Rights to Acquire) Shares ------ ---------------------- ----------------------------------- -------------- UICI 24,989,777 764,873 45.9% MEGA 3,557,179 0 6.5%
(b) The following table indicates, for each person listed in the above table, the number of shares of Common Stock beneficially owned as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to vote or to direct the disposition.
Sole Voting Sole Dispositive Shared Dispositive Person Power Shared Voting Power Power Power ------ ----------- ------------------- ---------------- ------------------ UICI 24,989,777 0 24,989,777 0 MEGA 3,557,179 0 3,557,179 0
CUSIP NO. 74382 10 7 Page 7 of 10 Pages MEGA is a wholly-owned subsidiary of UICI. UICI beneficially owns all of the shares of Common Stock owned by MEGA, and UICI has the sole voting power and sole dispositive power over such shares of Common Stock. (c) Since the filing of Amendment No. 1 on February 7, 2001, UICI has entered into the following transactions with respect to the Common Stock. o On July 10, 2001, UICI acquired 7,863 shares of Common Stock at a price per share of $2.14 as the payment of interest due to UICI pursuant to a Debenture issued to UICI by the Issuer. o On July 10, 2001, UICI acquired 11,439 shares of Common Stock at a price per share of $1.45 as the payment of interest due to UICI pursuant to a Debenture issued to UICI by the Issuer. o On July 24, 2001, UICI acquired 354,844 shares of Common Stock at a price per share of $1.13 upon the termination Dennis Maloney's employment with the Issuer. Mr. Maloney was previously employed by Insurdata. o On January 1, 2002 UICI acquired 22,631 shares of Common Stock at a price per share of $0.74 as the payment of interest due to UICI pursuant to a Debenture issued to UICI by the Issuer. o On June 15, 2002, UICI tendered 500,000 shares of Common Stock to the Issuer in connection with the termination of the Services Agreement. See Item 4 for a description of such transaction. o On July 2, 2002, UICI acquired 27,435 shares of Common Stock at a price per share of $0.6025 as the payment of interest due to UICI pursuant to a Debenture issued to UICI by the Issuer. o On July 31, 2002, UICI acquired 1,424 shares of the Preferred Stock, which is convertible into 542,477 shares of Common Stock at a conversion price per share of $2.625. On July 31, 2002, UICI exchanged the 2% Debentures, which were convertible into 185,185 shares of Common Stock, in partial consideration of the acquisition of the Preferred Stock. See Item 4 for a description of the transaction in which such exchange occurred. o See Item 4 for a description of the transactions involving shares of Common Stock that reverted to UICI from the Voting Trust and the Founder's Plan Voting Trust. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the persons listed in the above tables. (e) UICI Sub I, Inc. ceased to be 5% beneficial owner of the Common Stock of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Warrant On January 29, 2001, UICI was issued the Warrants in exchange for the HealthAxis Stock Purchase Warrants previously purchased by UICI. The Warrant may be exercised at any time up to and including March 30, 2004. The Warrants provides that UICI may purchase up to 200,000 and 10,005 shares of Common Stock at an exercise price of $4.40 and $12.00 per share, subject to adjustment, respectively. The CUSIP NO. 74382 10 7 Page 8 of 10 Pages exercise price may be adjusted for the following: (i) stock dividends stock splits and reverse stock splits; (ii) rights offerings, the issuance of certain options, warrants and other securities convertible into Common Stock; and (iii) the issuance or granting of subscription rights. A copy of the Warrant is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. Voting Trust On November 7, 2001 the Voting Trust was terminated. Proxy Agreement Effective November 7, 2001, for the sole purpose of electing directors to the board of directors of the Issuer, UICI appointed as its proxies the board of directors of the Issuer, with power to vote 33-1/3% of the number of shares of Common Stock held of record from time to time by UICI, with such proxies to vote such in favor of the nominees that a majority of the directors of the Issuer shall have recommended stand for election. The authority granted to such proxies will terminate at the earlier to occur of (i) November 7, 2011, (ii) such date as UICI beneficially holds less than 25% of the outstanding shares of common stock of the Issuer on a fully diluted basis, (iii) such date as any person or persons acting as a "group" beneficially holds a greater percentage of the outstanding shares of Common Stock on a fully diluted basis than the percentage beneficially owned by UICI or (iv) the filing by the Issuer of a voluntary petition in bankruptcy or the filing by a third party of an involuntary petition in bankruptcy with respect to the Issuer. TO THE EXTENT THAT ANY OTHER INFORMATION CONTAINED IN ITEM 6 HAS NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT A -- Shareholders' Agreement, dated September 26, 2001, by and among HealthAxis Inc., UICI, Michael Ashker and Alvin H. Clemens EXHIBIT B -- Amended and Restated Registration Rights Agreement, dated January 29, 2001, among HealthAxis Inc. and certain investors EXHIBIT C -- Registration Rights Agreement, dated January 7, 2000, by and between HealthAxis Inc. (as successor by merger to HealthAxis.com, Inc.) and UICI EXHIBIT D -- HealthAxis Inc. 2% Convertible Debenture EXHIBIT E -- HealthAxis Inc. Stock Purchase Warrants EXHIBIT F -- Voting Trust Agreement, dated January 7, 2000, among UICI and Michael Ashker, Alvin H. Clemens, Edward W. LaBaron, Jr. and Henry Hager as trustees EXHIBIT G -- Amendment No. 1, dated as of November 7, 2001, to the Amended and Restated Voting Trust Agreement, dated as of July 31, 2000 (the "Voting Trust Agreement"), among UICI and Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney as Trustees (the "Trustees"). CUSIP NO. 74382 10 7 Page 9 of 10 Pages EXHIBIT H -- Proxy Agreement, dated November 7, 2001, between UICI and Healthaxis Inc. EXHIBIT I -- Agreement to File Joint Statement on Schedule 13D CUSIP NO. 74382 10 7 Page 10 of 10 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in multiple counterparts, each of which shall constitute an original. August 22, 2002 - ------------------ Date UICI By: /s/ MARK D. HAUPTMAN ---------------------------------- Name: Mark D. Hauptman Title: Vice President and Chief Financial Officer The MEGA Life and Health Insurance Company By: /s/ CONNIE PALACIOS ---------------------------------- Name: Connie Palacios Title: Treasurer APPENDIX A Capitalized terms used but not defined herein shall have the respective meanings assigned such terms in the joint Schedule 13D of UICI and MEGA and Sub I, to which this is attached as Appendix A. Information regarding the number and percentage of Common Stock beneficially owned by any person assumes that the entire Debenture or Warrant beneficially owned by such person is converted into or exercised for Common Stock and that no other debenture or warrant beneficially owned by other persons is converted into or exercised for Common Stock. Beneficial ownership reported for the persons listed in this Appendix A does not include Common Stock which any such person may be deemed to beneficially own by virtue of such person's relationship with UICI and such person's or UICI's relationships with the Subsidiaries. (a) EXECUTIVE OFFICERS AND DIRECTORS OF UICI. Set forth below are the name and positions held of each director and executive officer of UICI. References to persons listed below include persons sharing beneficial ownership of Common Stock with a director or executive officer. Unless otherwise noted, the principal occupation or employment of each person listed below is his or her position with UICI. All persons listed below are U.S. citizens. During the last five years, to the best knowledge of UICI, none of the persons listed below has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ronald L. Jensen Chairman of the Board and President of Specialized Investment Risks, Inc., Hurst Texas and Chairman of the Board of Directors of UICI Mr. Jensen's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Gregory T. Mutz Director, President and Chief Executive Officer and Director and executive officer of insurance subsidiaries of UICI Mr. Mutz's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Richard T. Mockler Director Retired, Former Partner with Ernst & Young, Dallas, Texas Mr. Mockler's address for purposes of this Schedule 13D is 1444 Greathouse Road, Waxahachie, Texas 75167 Patrick J. McLaughlin Director President, Emerald Capital Group, Ltd., Rosemont, Pennsylvania 19010 Mr. McLaughlin's address for purposes of this Schedule 13D is 100 Chetwynd Drive, Suite 202, Rosemont, Pennsylvania 19010 Stuart D. Bilton Director President, Chicago Trust Company, Chicago, Illinois 60601 Mr. Bilton's address for purposes of this Schedule 13D is 171 N. Clark Street, Chicago, Illinois 60601 Thomas P. Cooper Director President and CEO OnCall Healthcare Communications, San Diego, California Mr. Cooper's address for purposes of this Schedule 13D is 3890 Murphy Canyon Road, Suite 200, San Diego, California 92123 Glenn W. Reed Director, Executive Vice President and General Counsel (also Director and Executive Officer of Insurance Subsidiaries of UICI) Mr. Reed's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244 William J. Gedwed Director or UICI and President and Chief Executive Officer of National Motor Club of America, Inc. Mr. Gedwed's address for purposes of this Schedule 13D is 6500 Beltine, Suite 200, Irving, Texas 75063 Mark D. Hauptman Vice President and Chief Financial Officer Mr. Hauptman's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244 To the best knowledge of the reporting persons, none of the persons listed above has any further information to report in response to Items 2-6 of Schedule 13D. (b) EXECUTIVE OFFICERS AND DIRECTORS OF THE MEGA LIFE AND HEALTH INSURANCE COMPANY. Set forth below are the name and positions held of each director and executive officer of MEGA. References to persons listed below include persons sharing beneficial ownership of Common Stock with a director or executive officer. Unless otherwise noted, the principal occupation or employment of each person listed below is his or her position with MEGA. All persons listed below are U.S. citizens. During the last five years, to the best knowledge of UICI and MEGA, none of the persons listed below has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Gregory T. Mutz Chairman of the Board Mr. Mutz's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Glenn W. Reed Director and Vice President Mr. Reed's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Robert B. Vlach Director, Vice President, Assistant Secretary and General Counsel Mr. Vlach's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Steven K. Arnold Director and Vice President Mr. Arnold's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Emmanuel J. Pendola Director and Vice President Mr. Pendola's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Mark D. Hauptman Director and Vice President Mr. Hauptman's address for purposes of this Schedule 13D is 9151 Grapevine Highway, Richland Hills, Texas 76140. Phillip J. Myhra Director, President, Chief Executive Officer and Chief Actuary Mr. Myhra's address for purposes of this Schedule 13D is 9151 Grapevine Highway, Richland Hills, Texas 76140. James N. Plato Director and Executive Vice President Mr. Plano's address for purposes of this Schedule 13D is 1331 West Memorial Rd., Suite 112, Oklahoma City, Oklahoma 73114 Connie Palacios Treasurer and Controller Ms. Palacios's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. Peggy G. Simpson Secretary Ms. Simpson's address for purposes of this Schedule 13D is 4001 McEwen Drive, Suite 200, Dallas, Texas 75244. To the best knowledge of the reporting persons, none of the persons listed above has any further information to report in response to Items 2-6 of Schedule 13D. EXHIBIT INDEX EXHIBIT A -- Shareholders' Agreement, dated September 26, 2001, by and among HealthAxis Inc., UICI, Michael Ashker and Alvin H. Clemens (Incorporated by reference to exhibit 99.2 to the Issuer's Registration Statement on Form S-4 (No. 333-30256)) EXHIBIT B -- Amended and Restated Registration Rights Agreement, dated January 29, 2001, among HealthAxis Inc. and certain investors (Incorporated by reference to exhibit 10.2 to the Issuer's Periodic Report on Form 8-K filed October 10, 2000) EXHIBIT C -- Registration Rights Agreement, dated January 7, 2000, by and between HealthAxis Inc. (as successor by merger to HealthAxis.com, Inc.) and UICI (Incorporated by reference to exhibit 99.10 to the Issuer's Periodic Report on Form 8-K filed September 13, 1999) EXHIBIT D -- HealthAxis Inc. 2% Convertible Debenture (Incorporated by reference to exhibit 10.2 to the Issuer's Periodic Report on Form 8-K filed October 10, 2000) EXHIBIT E -- HealthAxis Inc. Stock Purchase Warrant (Incorporated by reference to exhibit 10.2 to the Issuer's Periodic Report on Form 8-K filed October 10, 2000) EXHIBIT F -- Voting Trust Agreement, dated January 7, 2000, among UICI and Michael Ashker, Alvin H. Clemens, Edward W. LaBaron, Jr. and Henry Hager as trustees (Incorporated by reference to exhibit 99.5 to the Issuer's Periodic Report on Form 8-K filed September 13, 1999) EXHIBIT G -- Amendment No. 1, dated as of November 7, 2001, to the Amended and Restated Voting Trust Agreement, dated as of July 31, 2000 (the "Voting Trust Agreement"), among UICI and Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney as Trustees (the "Trustees"). EXHIBIT H -- Proxy Agreement, dated November 7, 2001, between UICI and Healthaxis Inc. EXHIBIT I -- Agreement to File Joint Statement on Schedule 13D(Incorporated by reference to exhibit H to the original filing of this Schedule 13D on February 5, 2001)
EX-99.G 3 d99408a2exv99wg.txt AMENDMENT TO AMENDED/RESTATED VOTING TRUST AGRMT. EXHIBIT G AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING TRUST AGREEMENT This Amendment No. 1, dated as of November 7, 2001, to the Amended and Restated Voting Trust Agreement, dated as of July 31, 2000 (the "Voting Trust Agreement"), among UICI, a Delaware corporation ("UICI"), and Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney as Trustees (the "Trustees"). WHEREAS, in accordance with the terms of the Voting Trust Agreement, UICI has deposited 8,581,714 shares of common stock, $0.10 par value per share, of Healthaxis, Inc. (the "Company") in the UICI Voting Trust created thereby; WHEREAS, Section 10 of the Voting Trust Agreement provides, in part, that UICI may propose any amendment to the Voting Trust Agreement and such amendment will be effective if, in the opinion of the independent auditors of HealthAxis.com, Inc. ("Healthaxis") or the Company, such amendment will (i) permit HealthAxis or the Company, as the case may be, to continue to report its financial results consistent with the way in which they have theretofore been reported and (ii) not require restatement of the financial statements of HealthAxis or the Company, as the case may be, or result in any substantial or material change to such financial statements; WHEREAS, Section 10 of the Voting Trust Agreement further provides that the Trustees agree to execute any amendment to the Voting Trust Agreement proposed by UICI that meets the foregoing criteria; WHEREAS, UICI has proposed the following amendment to the Voting Trust Agreement (the "Proposal") and submitted such Proposal for consideration by Ernst & Young LLP, the Company's independent public accountants; WHEREAS, Ernst & Young LLP has reviewed the Proposal and opined that the Proposal submitted by UICI will (i) permit the Company to continue to report its financial results consistent with the way in which they have theretofore been reported and (ii) not require restatement of the financial statements of the Company or result in any substantial or material change to such financial statements, and Ernst & Young LLP has so advised the Company of its determination; WHEREAS, the parties desire to formally adopt the Proposal by amending the Voting Trust Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto hereby agree to amend and restate the Original Agreement in its entirety as follows: 1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Voting Trust Agreement. 2. Amendment. Section 6(a) of the Voting Trust Agreement is hereby deleted in its entirety and the following new Section 6(a) is inserted in lieu thereof: "(a) This Agreement shall terminate and be of no further force and effect on November 7, 2001." 3. Termination of Voting Trust Agreement. UICI and the Trustees agree and acknowledge that, upon execution of this Amendment No. 1, the Voting Trust Agreement and the UICI Voting Trust created thereby shall terminate effective as of November 7, 2001 and be of no further force and effect, and the Trustees agree to execute and deliver any and all stock powers and other documents of transfer sufficient to vest title to the Trust Securities in UICI. 4. Governing Law. This Amendment No. 1 shall be construed in accordance with the internal law (and not the law of conflicts) of the Commonwealth of Pennsylvania. 5. Severability. In case any one or more of (a) the provisions contained in this Amendment No. 1 should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and deposits shall not in any way be affected or impaired thereby. 6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the undersigned Shareholder and the Trustees have executed this Voting Trust Agreement as of the date first above written. TRUSTEES: ------------------------------------- Michael Ashker ------------------------------------- Edward W. LeBaron, Jr. ------------------------------------- Dennis B. Maloney UICI By: --------------------------------- Name: Glenn W. Reed Title: Executive Vice President and General Counsel Acknowledged and accepted: HEALTHAXIS, INC. By: -------------------------------------- Name: James W. McClane Title: President and CEO EX-99.H 4 d99408a2exv99wh.txt PROXY AGREEMENT EXHIBIT H PROXY AGREEMENT This PROXY AGREEMENT made this 7th day of November, 2001 ("Proxy Agreement"), by and between UICI, a Delaware corporation ("UICI"), and Healthaxis Inc., a Pennsylvania corporation ("HAXS") (UICI and HAXS collectively sometimes referred to herein as the "Parties"). WHEREAS, UICI, HAXS, Michael Ashker and Alvin H. Clemens have entered into that certain Shareholders' Agreement dated January 26, 2001 ("Shareholders' Agreement"); and WHEREAS, UICI, HAXS, Healthaxis.com, Inc. and Michael Ashker, Dennis B. Maloney and Edward W. LeBaron, Jr., as Trustees, have entered into that certain Amended and Restated Voting Trust dated January 26, 2001 Agreement ("Voting Trust Agreement"), pursuant to which the Trustees thereunder have certain rights with respect to 8,581,714 shares of HAXS common stock with respect to which UICI holds an economic interest; and WHEREAS, in consideration of the termination of that certain Shareholders' Agreement and in the event of termination of the Voting Trust Agreement, the Parties desire to enter into an agreement that provides that certain voting rights of UICI be cast consistent with the intent of the majority of directors of HAXS for the sole purpose of the election of directors to the Board of HAXS. NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows: I. EFFECTIVE DATE; CONDITION PRECEDENT - This Proxy shall be effective upon such time as the Shareholders' Agreement and the Voting Trust Agreement are both terminated (the "Effective Date"). II. LIMITED PROXY RIGHT - Upon the Effective Date, UICI hereby constitutes and appoints the Board of Directors of HAXS, as attorneys-in-fact and proxies of UICI, with full power of substitution for and in the name, place and stead of UICI to appear at the annual meeting of stockholders of HAXS, and at any postponement or adjournment thereof, and to vote thirty-three and one-third percent (33 1/3%) of the number of shares of HAXS held of record from time to time by UICI or its Affiliates (as such term is hereinafter defined) for the SOLE PURPOSE of electing directors to the Board of Directors of HAXS, with all the powers and authority UICI would possess if personally present. The voting rights granted by UICI hereunder shall require the votes to be cast in favor of the nominees that a majority of the directors shall have recommended stand for election. This Agreement does not confer upon the proxies a voting right for any other purpose. For purposes hereof, (a) an "Affiliate" of UICI shall be any Person controlling, controlled by, or under common control with, UICI, and (b) a "Person" shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity. III. TERMINATION - This Proxy shall terminate at the earlier to occur of (i) the tenth anniversary of the Effective Date, (ii) such date as UICI beneficially holds less than twenty five percent (25%) of the outstanding shares of common stock of HAXS on a fully diluted basis, (iii) UICI Proxy Agreement / Election of Directors 1 8/21/02 such date as any Person or Persons acting as a "group" (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended) beneficially holds a greater percentage of the outstanding shares of HAXS common stock on a fully diluted basis than the percentage beneficially owned by UICI, or (iv) the filing by HAXS of a voluntary petition in bankruptcy or the filing by a third party of an involuntary petition in bankruptcy with respect to HAXS. IV. NOT A TRANSFER RESTRICTION. Nothing hereunder shall be deemed to constitute a restriction on the right of UICI to assign, transfer or dispose of its shares of HAXS (including shares of HAXS subject to this Proxy) at such time, in such manner and to such Persons as it in its sole discretion may determine, provided that any such assignment, transfer or disposition will at all times be made in compliance with applicable state and federal securities and other laws. It is agreed and understood that, except with respect to any such assignment, transfer or disposition made to a Person constituting an Affiliate of UICI, the shares of HAXS so assigned, transferred or disposed of shall not be subject to the provisions of this Proxy. V. SUCCESSORS AND ASSIGNS. This Proxy is non-assignable and non-transferable. This Proxy shall survive any merger or other business combination whereby HAXS is the surviving corporation. UICI Proxy Agreement / Election of Directors 2 8/21/02 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. UICI BY: ---------------------------- NAME: ---------------------------- TITLE: ---------------------------- HEALTHAXIS INC. BY: ---------------------------- NAME: ---------------------------- TITLE: ---------------------------- UICI Proxy Agreement / Election of Directors 3 8/21/02 -----END PRIVACY-ENHANCED MESSAGE-----