form8k.htm
 
 
 
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): July 1, 2008
 
CENTENE CORPORATION 
 
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction of incorporation) 
  
001-31826
(Commission file number) 
  
42-1406317
(IRS Employer Identification No.)
 
7711 Carondelet Avenue, St. Louis, Missouri 63105
(Address of principal executive office and zip code) 
Registrant’s telephone number, including area code: (314) 725-4477 
 
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):
 
o
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
 
    On July 1, 2008, in connection with our acquisition of Celtic Insurance Company and to fund a portion of the purchase price, we borrowed $60 million from our $300 million revolving credit agreement with various financial institutions.  As of July 1, 2008, we have $80 million of borrowings outstanding under the revolving credit agreement.  The borrowed funds may be repaid at any time before the expiration date of the credit agreement, which is September 14, 2011.  For a description of the material terms of our revolving credit agreement, see the Form 10-Q filed with the Securities and Exchange Commission on October 25, 2004, as well as the amendments filed with the Securities and Exchange Commission on Form 10-Q on October 25, 2005, Form 10-K on February 24, 2006, Form 10-Q on July 25, 2006, Form 10-Q on October 24, 2006, and Form 10-K on February 25, 2008, which are incorporated by reference herein. 
 
ITEM 7.01 REGULATION FD DISCLOSURE   

    On July 1 2008, the Company completed its acquisition of Celtic Insurance Company.  The full text of the related press release is included as Exhibit 99.1 to this report. The information contained in the website cited in the press release is not a part of this report.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(c) Exhibits
 
     
Exhibit
    
Number
  
Description
 
99.1
  
 
Press release of Centene Corporation issued July 2, 2008.
 
 
Signature
 
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.
 
         
   
CENTENE CORPORATION
     
Date: July 2, 2008
  
By:
  
/s/ Keith H. Williamson
       
Keith H. Williamson
Senior Vice President, Corporate Secretary and General Counsel


EXHIBIT INDEX 
     
Exhibit
    
Number
  
Description
 
99.1
  
 
Press release of Centene Corporation issued July 2, 2008.