-----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, WTOGuz9thZ6gdRmvspU4OErgAM1qo6I3ktoGT3xSvuMpiRpyKDjDAPHyUkXv+Dqj r462phnVgxm//YyAxA3W/A== 0000897069-02-000033.txt : 20020413 0000897069-02-000033.hdr.sgml : 20020413 ACCESSION NUMBER: 0000897069-02-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020118 GROUP MEMBERS: BLUE CROSS &BLUE SHIELD UNITED OF WISCONSIN GROUP MEMBERS: WISCONSIN UNITED FOR HEALTH FOUNDATION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL SECURITY GROUP INC CENTRAL INDEX KEY: 0000878897 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 391431799 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41965 FILM NUMBER: 2512537 BUSINESS ADDRESS: STREET 1: 3100 AMS BLVD CITY: GREEN BAY STATE: WI ZIP: 54313 BUSINESS PHONE: 9206611111 MAIL ADDRESS: STREET 1: 3100 AMS BLVD CITY: GREEN BAY STATE: WI ZIP: 54313 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WISCONSIN SERVICES INC /WI DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBALT CORP CENTRAL INDEX KEY: 0001062780 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 391931212 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53203-2896 BUSINESS PHONE: 4142266900 MAIL ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 52030-2896 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WISCONSIN SERVICES INC DATE OF NAME CHANGE: 19981112 SC 13D/A 1 pdm213a.txt SCHEDULE 13D, AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) American Medical Security Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 027 44P 101 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Hefty President and Chief Executive Officer Cobalt Corporation 401 West Michigan Street Milwaukee, Wisconsin 53203 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 18, 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 which is the subject of this Schedule 13D, and is filing this schedule because of ss. ss.240.13d-1(e), 240.13d-1(f) or 240.13(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 ss.240.13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 027 44P 101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wisconsin United for Health Foundation, Inc. Cobalt Corporation Blue Cross & Blue Shield United of Wisconsin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (SEE INSTRUCTIONS) (b)[_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin United for Health Foundation, Inc. - Wisconsin Cobalt Corporation - Wisconsin Blue Cross & Blue Shield United of Wisconsin - Wisconsin - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF Wisconsin United for Health Foundation, Inc. - 0 SHARES Cobalt Corporation - 0 Blue Cross & Blue Shield United of Wisconsin - 6,309,525 ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY Wisconsin United for Health Foundation, Inc. - 0 Cobalt Corporation - 0 Blue Cross & Blue Shield United of Wisconsin - 0 ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH Wisconsin United for Health Foundation, Inc. - 0 REPORTING Cobalt Corporation - 0 Blue Cross & Blue Shield United of Wisconsin - 6,309,525 ----------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH Wisconsin United for Health Foundation, Inc. - 0 Cobalt Corporation - 0 Blue Cross & Blue Shield United of Wisconsin - 0 - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON Wisconsin United for Health Foundation, Inc. - 6,309,525 Cobalt Corporation - 6,309,525 Blue Cross & Blue Shield United of Wisconsin - 6,309,525 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) Wisconsin United for Health Foundation, Inc. - CO Cobalt Corporation - CO Blue Cross & Blue Shield United of Wisconsin - CO - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer. ------------------- This statement on Schedule 13D (this "Schedule 13D") relates to the shares of common stock, no par value per share ("Common Stock"), of American Medical Security, Inc., a Wisconsin corporation (the "Issuer"). The principal executive office of the Issuer is located at 3100 AMS Boulevard, Green Bay, WI 54313. ITEM 2. Identity and Background. ----------------------- (a) This statement is being filed by (i) Wisconsin United for Health Foundation, Inc. (the "Foundation") 410 E. Doty Street, Madison, WI 53701 The Foundation is a Wisconsin social welfare organization and a Wisconsin non-stock corporation. (ii) Cobalt Corporation ("Cobalt") 401 West Michigan Street, Milwaukee, WI 53203 Cobalt is a publicly traded managed care company and a Wisconsin corporation. (iii) Blue Cross & Blue Shield United of Wisconsin ("BCBSUW") 401 West Michigan Street, Milwaukee, WI 53203 BCBSUW is an insurance company and a Wisconsin corporation. 3 ITEM 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The Foundation and Cobalt became beneficial owners of the Common Stock in connection with the conversion of BCBSUW from a Wisconsin service insurance corporation to a Wisconsin stock insurance corporation. BCBSUW previously owned the 6,309,525 shares of Common Stock as reported on BCBSUW's Report on Schedule 13G. In connection with the conversion, Cobalt became the owner of 100% of the issued and outstanding common stock of BCBSUW and the Foundation became the owner of 77.5% of the issued and outstanding common stock of Cobalt. Consequently, both the Foundation and Cobalt are deemed to be beneficial owners of the 6,309,525 shares of Common Stock owned by BCBSUW. ITEM 4. Purpose of Transaction. ---------------------- Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, BCBSUW has submitted a proposal to the Issuer for inclusion in the Issuer's proxy materials related to its next annual meeting of shareholders. The proposal would amend the Issuer's bylaws to (i) provide that the Issuer shall not adopt any shareholder rights plan, share purchase rights plan, or similar agreement, generally known as a "poison pill," unless such plan or agreement has previously been approved by holders of the outstanding shares of Common Stock; and (ii) require the Issuer to redeem any such plan or agreement in effect as of the date of the bylaw amendment, including without limitation the shareholder rights plan that was adopted by the Issuer in August 2001. In addition, Cobalt and BCBSUW have held discussions with management of the Issuer concerning various possible means of enhancing the value of their investment in the Issuer. Some specific items considered by Cobalt and BCBSUW, and discussed with management of the Issuer, include, in addition to the proposal discussed above, potential repurchases by the Issuer of some portion of its outstanding shares from BCBSUW or from all shareholders interested in tendering. Cobalt and BCBSUW believe that the Issuer is currently overcapitalized relative to growth performance, and such purchases at current market prices would be accretive to per-share earnings and therefore would benefit all shareholders. Cobalt and BCBSUW also believe that so large a holding of securities of the Issuer is no longer a strategic asset of BCBSUW and Cobalt, and has discussed with the Issuer's management means of effecting an orderly reduction of this position. In furtherance of their intention to enhance the value of their investment in the Issuer, Cobalt and BCBSUW have considered nominating certain representatives for election as directors of the Issuer at the Issuer's next annual meeting of shareholders, pursuant to the terms of the Issuer's bylaws. Cobalt and BCBSUW believe that representation on the board of directors would allow them to more closely monitor their investment and provide them with additional means of influencing the Issuer to take steps that Cobalt and BCBSUW believe would enhance shareholder value. Except as set forth above, Cobalt and BCBSUW have not formulated specific plans with respect to their investment in the Issuer. Cobalt and BCBSUW will continue to consider all 4 options open to them as a major shareholder of the Issuer to enhance the value of their investment and shareholder value generally. ITEM 5. Interests in Securities of the Company. -------------------------------------- (a) Each of the Foundation, Cobalt and BCBSUW is deemed to be the beneficial owner of the 6,309,525 shares of the Common Stock owned by BCBSUW which represents 45.2% of the issued and outstanding Common Stock. (b) (i) Number of Shares as to which the Foundation has: sole voting power - 0 shared voting power - 0 sole dispositive power - 0 shared dispositive power - 0 (ii) Number of shares to which Cobalt has: sole voting power - 0 shared voting power - 0 sole dispositive power - 0 shared dispositive power - 0 (iii) Number of shares to which BCBSUW has: sole voting power - 6,309,525 shared voting power - 0 sole dispositive power - 6,309,525 shared dispositive power - 0 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Company. ---------------------------- None ITEM 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1 Joint Filing Agreement, dated January 18, 2002, among the Foundation, Cobalt and BCBSUW. Exhibit 2 Shareholder Proposal Regarding Amendment of Bylaws. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. WISCONSIN UNITED FOR HEALTH FOUNDATION, INC. By: /s/ David Meissner ------------------------------------- David Meissner, Vice President COBALT CORPORATION By: /s/ Thomas R. Hefty ------------------------------------- Thomas R. Hefty Chief Executive Officer BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN By: /s/ Stephen E. Bablitch ------------------------------------- Stephen E. Bablitch Senior Vice President and General Counsel Dated: January 18, 2002 6 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement, dated January 18, 2002, among the Foundation, Cobalt and BCBSUW. Exhibit 2 Shareholder Proposal Regarding Amendment of Bylaws. 7 EX-99.1 3 pdm213b.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. Dated: January 18, 2002 WISCONSIN UNITED FOR HEALTH FOUNDATION, INC. By: /s/ David Meissner ------------------------------------- David Meissner, Vice President COBALT CORPORATION By: /s/ Thomas R. Hefty ------------------------------------- Thomas R. Hefty Chief Executive Officer BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN By: /s/ Stephen E. Bablitch ------------------------------------- Stephen E. Bablitch Senior Vice President and General Counsel 8 EX-99.2 4 pdm213c.txt SHAREHOLDER PROPOSAL EXHIBIT 2 "ARTICLE XII. SHAREHOLDER RIGHTS PLANS The Company shall not adopt any shareholder rights plan, share purchase rights plan, or similar agreement, generally known as a "poison pill," which has the purpose or effect of discouraging the acquisition of a block of stock in excess of a specified threshold of the Company's stock and/or merger or other transaction between a significant shareholder and the Company, unless such plan or agreement has previously been approved by holders of the outstanding shares of Common Stock at an annual or special meeting of shareholders in accordance with the Wisconsin Business Corporation Law. The Company shall redeem any such plan or agreement in effect as of the date of this Bylaw, including without limitation the shareholder rights plan that was adopted by the Company in August 2001. Notwithstanding any other provision of these Bylaws, this Bylaw may not be amended, modified, or repealed by the Board of Directors of the Company. " -----END PRIVACY-ENHANCED MESSAGE-----