-----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, Ejk9RsFeTm4JXcbK1XwF2DidkgOyxxPDcDI1PNv2ZCwXe8t+cjDGnoZsscbg5Skj 4Lt+dPm3uyJrz+P5JDLANA== 0000950172-04-002855.txt : 20041202 0000950172-04-002855.hdr.sgml : 20041202 20041202145717 ACCESSION NUMBER: 0000950172-04-002855 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 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: 041180301 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 ny490781.txt CURRENT REPORT UNDER '34 ACT 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) December 2, 2004 (December 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 8.01. Other Events. On December 2, 2004, American Medical Security Group, Inc. ("AMS") issued a press release announcing that the shareholders of AMS approved AMS's proposed merger with PacifiCare Health Systems, Inc. at a special meeting of shareholders held on December 2, 2004. The press release also announced that on December 1, 2004, the Office of the Commissioner of Insurance for the State of Wisconsin issued an order approving the proposed merger. 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 December 2, 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: December 2, 2004 EXHIBIT INDEX Exhibit No. Document - ---------- -------- 99 Press Release issued on December 2, 2004 EX-99 2 ny490769.txt EXHIBIT 99 - PRESS RELEASE [PACIFICARE LOGO] [AMS LOGO] For Immediate Release News Release - ------------------------------------------------------------------------------- CONTACTS: Cliff Bowers Dan Yarbrough Tyler Mason AMZ Investor/Media Relations PHS Investor Relations PHS Media Relations Cliff.Bowers@eAMS.com Dan.Yarbrough@phs.com Tyler.Mason@phs.com - --------------------- --------------------- ------------------- (920) 661-2766 (714) 226-3540 (714) 226-3530 American Medical Security Group Shareholders Approve Merger with PacifiCare GREEN BAY, Wis.- December 2, 2004 - Shareholders of American Medical Security Group, Inc. (NYSE:AMZ) (AMS) today approved the company's proposed merger with PacifiCare Health Systems, Inc. (NYSE:PHS). Approximately 61.4% of the shares of the company's common stock outstanding at the close of business on the record date of October 27, 2004, and entitled to vote at the special meeting of the company's shareholders held today was cast in favor of approving the proposed merger. An affirmative vote of the majority of these shares was required in order to approve the merger. The company expects the merger to be completed promptly after all other closing conditions, including regulatory matters, are satisfied. On December 1, 2004, the Office of the Commissioner of Insurance for the State of Wisconsin issued an order approving the proposed merger. 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 American Medical Security Life Insurance Company. AMS serves customers nationwide through partnerships with professional, independent agents and quality health care providers. PacifiCare Health Systems is one of the nation's largest consumer health organizations with more than 3 million health plan members and approximately 10 million specialty plan members nationwide. PacifiCare offers individuals, employers and Medicare beneficiaries a variety of consumer-driven health care and life insurance products. Currently, more than 99 percent of PacifiCare's commercial health plan members are enrolled in plans that have received Excellent Accreditation by the National Committee for Quality Assurance (NCQA). PacifiCare's specialty operations include behavioral health, dental and vision, and complete pharmacy and medical management through its wholly owned subsidiary, Prescription Solutions. More information on PacifiCare Health Systems is available at pacificare.com. # # # # # 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; and other factors that may be referred to in the reports filed by AMS and PacifiCare 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. Neither AMS nor PacifiCare undertakes any obligation to update or revise such statements as a result of new information or future events. -----END PRIVACY-ENHANCED MESSAGE-----