-----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, ECvP50y1Q041PcOLuP8lfnymmQjHh3fH6XYso7zZxci/gJbUOhJEQjJF33smTDHa YYybbGXS57ZreN4E3tZX3w== 0000912057-96-019294.txt : 19960903 0000912057-96-019294.hdr.sgml : 19960903 ACCESSION NUMBER: 0000912057-96-019294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960828 ITEM INFORMATION: Other events FILED AS OF DATE: 19960830 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED WISCONSIN SERVICES INC /WI 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: 000-19506 FILM NUMBER: 96624131 BUSINESS ADDRESS: STREET 1: 401 W MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53203-2896 BUSINESS PHONE: 4142266900 8-K 1 FORM 8-K 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) August 28, 1996 UNITED WISCONSIN SERVICES, INC. (Exact name of registrant as specified in its charter) WISCONSIN 0-19506 39-1431799 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 401 WEST MICHIGAN STREET MILWAUKEE, WISCONSIN 53203-2896 (Address of principal executive offices) (414) 226-6900 (Registrant's telephone number) ITEM 5. OTHER EVENTS For pro forma and other financial information relating to the proposed merger of American Medical Securities Group, Inc. ("AMSG") with and into the Registrant, the Registrant hereby incorporates by reference the following portions of the Registrant's Registration Statement on Form S-4 (File No. 33- 10935), as filed with the Securities and Exchange Commission on August 28, 1996 (the "Registration Statement"): SELECTED CONSOLIDATED FINANCIAL DATA OF AMSG (including the notes thereto) contained on page 8 of the Registration Statement. SELECTED HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL DATA contained on pages 11 and 12 of the Registration Statement. UWS AND AMSG PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL DATA (including the notes thereto) contained on page 12 of the Registration Statement. HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (including the notes thereto) contained on pages 14 through 25 of the Registration Statement. FINANCIAL STATEMENTS OF AMSG (including the notes thereto) contained on pages F-1 through F-18 of the Registration Statement. As set forth in note 10 of the foregoing HISTORICAL AND PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, an executive officer of the Registrant has 7,113 options to purchase AMSG common shares at an option price of $703, which will be converted in connection with the merger of AMSG into the Registrant into 301,567 options to purchase common shares of the Registrant, at an option price of $16.54. Upon conversion, UWS will record compensation expense of $2,137,000. In accordance with Regulation S-X regarding the preparation of pro forma financial information, this nonrecurring charge has not been included in the pro forma unaudited condensed consolidated statements of income incorporated by reference herein. It is expected, however, that this nonrecurring charge (which equals approximately $0.13 per common share of the Registrant's outstanding common shares before giving effect to such merger and UWS's issuance of shares therein) will be reflected in the Registrant's results of operations for its fiscal quarter ending September 30, 1996. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS THE PRO FORMA FINANCIAL STATEMENTS AND OTHER INFORMATION INCORPORATED BY REFERENCE IN THIS CURRENT REPORT ON FORM 8-K 2 MAY CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF AMSG AND THE REGISTRANT. SUCH FORWARD LOOKING STATEMENTS ARE SUBJECT TO INHERENT RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS. 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. UNITED WISCONSIN SERVICES, INC. August 28, 1996 By: /s/ GAIL L. HANSON - ----------------------------- ------------------------------------ (Date) Vice President and Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----