-----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, SbZyuXb+5JayPhBEqqjJc7/LAJhdHbxRpfrY7ldpE53V6nrtPl/WPubfDGaHG052 Rt8qmFuYM9dlkai7jp6Nnw== 0000878897-04-000053.txt : 20041105 0000878897-04-000053.hdr.sgml : 20041105 20041105110716 ACCESSION NUMBER: 0000878897-04-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13154 FILM NUMBER: 041121487 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 8-K 1 form8k.txt AMERICAN MEDICAL SECURITY GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) NOVEMBER 5, 2004 (NOVEMBER 1, 2004) AMERICAN MEDICAL SECURITY GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 1-13154 39-1431799 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 3100 AMS Boulevard Green Bay, Wisconsin 54313 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (920) 661-1111 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. On November 5, 2004, American Medical Security Group, Inc. ("AMS") issued a press release announcing that on November 4, 2004, the Antitrust Division of the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to AMS' proposed merger with PacifiCare Health Systems, Inc. ("PacifiCare"). The press release also announced that the date of the special meeting of shareholders of AMS, which will be held for the purpose of approving the proposed merger with PacifiCare, has been set as December 2, 2004. A copy of the press release is filed as Exhibit 99 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99 Press Release issued on November 5, 2004 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. AMERICAN MEDICAL SECURITY GROUP, INC. By: /s/ Timothy J. Moore ------------------------------------ Name: Timothy J. Moore Title: Senior Vice President of Corporate Affairs, General Counsel and Secretary Date: November 5, 2004 EXHIBIT INDEX EXHIBIT NO. DOCUMENT - ----------- -------- 99 Press Release issued on November 5, 2004 EX-99 2 exhibit99.txt PRESS RELEASE EXHIBIT 99 [AMERICAN MEDICAL SECURITY GROUP, INC. LOGO] P.O. Box 19032 Green Bay, WI 54307-9032 FORE MORE INFORMATION CONTACT: Cliff Bowers Vice President Corporate Communications (920) 661-2766 - ----------------------- NEWS RELEASE for Immediate Release - ----------------------- AMERICAN MEDICAL SECURITY GROUP ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO ACT WAITING PERIOD AND DATE OF SPECIAL MEETING OF AMS SHAREHOLDERS GREEN BAY, Wis.- November 5, 2004 - American Medical Security Group, Inc. (NYSE: AMZ) (AMS) announced today that on November 4, 2004, the Antitrust Division of the Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to AMS' proposed merger with PacifiCare Health Systems, Inc. (NYSE:PHS). AMS also announced today that the date of the special meeting of shareholders of AMS to approve the proposed merger has been set as December 2, 2004. The date of the special meeting of shareholders was previously disclosed in the definitive proxy statement that was filed with the Securities and Exchange Commission and mailed to AMS' shareholders on November 1, 2004. The record date for the determination of shareholders entitled to receive notice of, and vote at, the special meeting is October 27, 2004. A more detailed description of the matters to be considered at the special meeting is included in the definitive proxy statement. It is anticipated that the proposed merger will be completed following approval by AMS' shareholders at the special meeting and the receipt of regulatory approvals and satisfaction of other conditions. # # # # CAUTIONARY STATEMENT: Some of the statements contained in this press release concerning the proposed merger are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements express expectations for or about the future, rather than historical fact. Forward-looking statements are subject to inherent risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such statements. Such risks and uncertainties include, among others, the timing (including any possible delays) and receipt of regulatory approvals (including any conditions, limitations or restrictions placed on these approvals) of the proposed merger, and the risk that one or more governmental agencies may deny approval of the proposed merger; any delays in securing the approval of AMS' shareholders of the proposed merger, and the risk that AMS' shareholders do not approve the proposed merger; and other factors that may be referred to in AMS' reports filed with the Securities and Exchange Commission from time to time. Forward-looking statements made in this press release express expectations only as of the date they are made. AMS does not undertake any obligation to update or revise such statements as a result of new information or future events. PacifiCare and AMS and their respective officers and directors may be deemed to be participants in the solicitation of proxies from shareholders of AMS with respect to the transactions contemplated by the merger agreement between PacifiCare and AMS. Information regarding the companies' officers and directors is included in their respective Definitive Proxy Statements for their 2004 Annual Meetings of Stockholders filed with the Securities and Exchange Commission in April 2004. These documents are available free of charge at the Securities and Exchange Commission web site at www.sec.gov, from PacifiCare at pacificare.com and from AMS at eAMS.com. Investors and security holders may obtain more detailed information about who may be deemed participants in the solicitation of proxies by reading AMS' definitive proxy statement regarding the proposed merger that was filed with the Securities and Exchange Commission and mailed to AMS' shareholders on November 1, 2004. Furthermore, investors and security holders of AMS are urged to read AMS' definitive proxy statement because it contains important information about the proposed merger and the transactions contemplated by the merger agreement. Investors and security holders may obtain a free copy of AMS' definitive proxy statement and other documents filed with the Securities and Exchange Commission at the Commission's web site at www.sec.gov. AMS' definitive proxy statement and these other documents may also be obtained for free from AMS at eAMS.com. American Medical Security Group, through its operating subsidiaries, markets health-care benefits and insurance products to small businesses, families and individuals. Insurance products of American Medical Security Group are underwritten by United Wisconsin Life Insurance Company. AMS serves customers nationwide through partnerships with professional, independent agents and quality health care providers. References to websites contained in this press release are solely for informational purposes and none of the information contained in, or accessible from, such websites shall be deemed to be part of this press release. -----END PRIVACY-ENHANCED MESSAGE-----