SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 27, 2002*
AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 1-13154
(State of Incorporation) (Commission File Number)
39-1431799
(I.R.S. Employer Identification No.)
3100 AMS BOULEVARD, GREEN BAY, WISCONSIN 54313
(Address of principal executive offices) (Zip Code)
(920) 661-1111
(Registrant's telephone number, including area code)
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*This report updates the description of the Registrant's Common Stock, no par
value, contained in the Registrant's Registration Statement on Form 8-A dated
June 13, 1994 and the description of the Preferred Share Purchase Rights,
associated with the Common Stock, contained in the Registrant's Registration
Statement on Form 8-A dated August 14, 2001.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
The following "Description of Capital Stock" is filed for the purpose of
updating the description of the Registrant's Common Stock, no par value,
contained in the Registrant's Registration Statement on Form 8-A dated June 13,
1994 and the description of the Preferred Share Purchase Rights, associated with
the Common Stock, contained in the Registrant's Registration Statement on Form
8-A dated August 14, 2001.
DESCRIPTION OF CAPITAL STOCK
The following brief description of our capital stock is only a summary.
It is subject in all respects to applicable Wisconsin law and to the provisions
of our restated articles of incorporation, our bylaws and our shareholder rights
agreement, as the same may be amended from time to time, copies of which have
been or will be filed with the Securities and Exchange Commission, to which you
should refer for more complete information.
As of June 4, 2002, our authorized capital stock consists of 50,000,000
shares of common stock, no par value per share, and 500,000 shares of preferred
stock, no par value per share. As of that date, there were 12,603,916 shares of
common stock outstanding and there were no shares of preferred stock
outstanding; two series of preferred stock have been designated as described
below.
COMMON STOCK
VOTING RIGHTS. Subject to Section 180.1150(2) of the Wisconsin Business
Corporation Law (the "WBCL"), described below under "--Certain Statutory
Provisions", holders of common stock are entitled to one vote for each share of
common stock held by them on all matters to be voted upon by the shareholders,
including the election of directors. Holders of common stock are not entitled to
cumulative voting rights in the election of directors. Directors are elected by
a plurality of the votes cast. Generally, unless a greater vote is required by
our articles of incorporation, our bylaws or Wisconsin law, all other matters to
be voted on by shareholders must be approved by a majority of the votes cast on
the matter at a meeting at which a quorum is present, subject to any voting
rights granted to holders of any then-outstanding preferred stock.
DIVIDENDS. Subject to the rights of the holders of any series of
preferred stock that may be outstanding, and any applicable restrictions on the
payment of dividends, our Board of Directors, may, in its discretion, declare
and pay dividends on the common stock out of earnings or assets legally
available for the payment of dividends. Because we are a holding company, our
ability to pay dividends depends primarily upon the ability of our subsidiaries
to pay dividends or otherwise transfer funds to us. Various financing
arrangements, charter provisions and regulatory requirements may impose
restrictions on the ability of our insurance subsidiaries to transfer funds to
us in the form of dividends, loans or advances.
LIQUIDATION AND DISSOLUTION. Subject to the rights of the holders of any
series of preferred stock that may be outstanding, if we are liquidated, any
amounts remaining after the payment of liabilities will be paid pro rata to the
holders of the common stock.
OTHER MATTERS. Holders of common stock are not entitled to any
preemptive, conversion or redemption rights. The outstanding shares of common
stock are validly issued, fully paid and nonassessable, except for certain
statutory liabilities which may be imposed by Section 180.0622 of the WBCL, as
judicially interpreted, for unpaid employee wages. Section 180.0622(2)(b)
provides that the shareholders of a Wisconsin corporation are personally liable,
to an amount equal to the consideration for which their shares without par value
were issued, for all debts owing to employees of the corporation for services
performed for the corporation, but not exceeding six months service in any one
case.
The common stock is listed on the NYSE under the symbol "AMZ."
The transfer agent and registrar for the common stock is LaSalle Bank
National Association.
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PREFERRED STOCK
Our Board of Directors is authorized to issue shares of preferred stock
from time to time, without further shareholder action, in one or more designated
series, with such voting rights (if any), dividend rights, redemption rights,
liquidation rights, conversion rights, and such other preferences, limitations
and relative rights as are set forth in the resolutions providing for the issue
of each series adopted by the Board of Directors. The rights of holders of the
common stock are subject to, and may be adversely affected by, the rights,
preferences and privileges of any series of preferred stock which may be issued.
In addition, the issuance of preferred stock, although providing flexibility in
connection with possible acquisitions and other corporate purposes could, under
some circumstances, make it more difficult for a third party to gain control of
us, discourage bids for the common stock at a premium, or otherwise adversely
affect the market price of the common stock. As of the date of this report,
there are no shares of preferred stock issued and outstanding; two series of
preferred stock have been designated by the Board of Directors.
In December 1991, the Board of Directors designated 25,000 shares of our
authorized but unissued preferred stock as Series A Adjustable Rate
Nonconvertible Preferred Stock to be used as the employers' matching
contribution under the 401(k) plan covering salaried and non-union hourly
employees of us and the selling shareholder. On January 3, 1995, we redeemed all
of the outstanding shares of Series A preferred stock and discontinued its use
as the employer's matching contribution to the 401(k) plan. We have no present
intention to issue any more shares of Series A preferred stock.
As described below under "--Rights Associated with the Common Stock,"
10,000 shares of Series B preferred stock have been created in connection with
our rights agreement.
RIGHTS ASSOCIATED WITH THE COMMON STOCK
On August 9, 2001, our Board of Directors declared a dividend of one
preferred share purchase right for each outstanding share of common stock
payable on August 20, 2001 to the shareholders of record on that date. Each
right entitles the registered holder to purchase from us one ten-thousandth of
one share (a "unit") of Series B Junior Cumulative Preferred Stock, no par value
per share, at a purchase price of $30 per unit, subject to adjustment. The
description and terms of the rights are set forth in a rights agreement between
us and LaSalle Bank National Association, as successor rights agent to Firstar
Bank, N.A., as amended.
As with most shareholder rights agreements, the terms of our rights
agreement are complex and not easily summarized, particularly as they relate to
the acquisition of our common stock and the exercisability of the rights. This
summary may not contain all of the information that is important to you.
Accordingly, if you want more complete information, you should read the rights
agreement in its entirety.
The rights are attached to all common stock certificates representing
outstanding shares, and no separate rights certificates have been distributed.
Generally, the rights will separate from the common stock and be represented by
separate certificates approximately 10 business days after a person or group (an
"Acquiring Person") acquires or commences a tender offer for such number of
common shares as is equal to the specified percentage (the "Threshold
Percentage") or more of our outstanding common stock. Originally 12%, the
Threshold Percentage was increased to 16% by an amendment to the Rights
Agreement dated as of June 4, 2002, as contemplated by the Stock Purchase
Agreement, dated as of March 19, 2002, among Blue Cross & Blue Shield United of
Wisconsin ("BCBSUW"), Cobalt Corporation, the parent of BCBSUW, and us. BCBSUW
owned approximately 15.1% of our outstanding common stock after it completed the
sale of 3,001,500 shares of our common stock in an underwritten secondary
offering on June 4, 2002. If Cobalt/BCBSUW's percentage ownership of our common
stock decreases further, we have the right to further amend the Rights Agreement
to lower the Threshold Percentage in the definition of "Acquiring Person" to the
percentage of outstanding shares of our common stock then held by Cobalt/BCBSUW.
After the rights separate from the common stock, certificates
representing the rights will be mailed to record holders of the common stock.
Once distributed, the rights certificates alone will represent the rights.
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All shares of common stock issued prior to the date the rights separate
from the common stock will be issued with the rights attached. The rights are
not exercisable until the date the rights separate from the common stock. The
rights will expire on August 20, 2011, unless extended or unless earlier
redeemed, exchanged or terminated by us.
THE SERIES B PREFERRED STOCK. 10,000 shares of Series B preferred stock
have been designated and 5,000 of those shares have been initially reserved for
issuance upon the exercise of rights pursuant to the rights agreement. Because
of the nature of the dividend, liquidation and voting rights of the Series B
preferred stock, the value of a one ten-thousandth share interest in a share of
Series B preferred stock purchasable upon exercise of each right should
approximate the value of one share of our common stock. Each share of Series B
preferred stock will be entitled to a minimum preferential quarterly dividend
payment of $1 per share but will be entitled to an aggregate dividend of 10,000
times the dividend declared per common share. If we are liquidated, the holders
of the Series B preferred stock will be entitled to a minimum preferential
liquidation payment of $100 per share plus an amount equal to accrued and unpaid
dividends but will be entitled to an aggregate payment of 10,000 times the
payment made per common share. Each Series B preferred share will have 10,000
votes and will vote together with the common stock, except as otherwise provided
in the rights agreement or by law. If there is any merger, consolidation or
other transaction in which shares of our common stock are exchanged, each share
of Series B preferred will be entitled to receive 10,000 times the amount
received per common share. These rights are protected by customary anti-dilution
provisions. Shares of Series B preferred stock are not redeemable.
TRIGGERING EVENTS. If an acquiror obtains or has the right to obtain the
Threshold Percentage or more of the outstanding shares of our common stock
(other than as a result of our repurchases of stock), then each right will
entitle the holder to purchase a number of shares of our common stock with a
then current market value of $60 for $30, unless this amount is adjusted (in
other words, having a value equal to two times the exercise price of the right).
Each right will entitle the holder to purchase a number of shares of
common stock of the acquiror having a then current market value of twice the
exercise price of the right if the acquiror obtains the Threshold Percentage or
more of our outstanding common stock, and any of the following occurs:
o we merge into another entity;
o an acquiring entity merges into us and our common shares are changed
or exchanged; or
o 50% or more of our assets, cash flow or earning power is sold or
transferred.
Under our rights agreement, any rights that are or were owned by an
acquiror of more than the Threshold Percentage of our outstanding common stock
will be void.
After an acquiror obtains the Threshold Percentage or more, but less
than 50%, of our outstanding common stock, our Board of Directors may, at its
option, exchange all or part of the then outstanding and exercisable rights for
shares of common stock or Series B preferred stock. If our Board exercises this
option, the exchange ratio will be one share of common stock or one
ten-thousandth of a Series B preferred share per right, adjusted to reflect any
stock split, stock dividend or similar transaction.
REDEMPTION PROVISIONS. Our Board of Directors may, at its option, redeem
all of the outstanding rights at any time prior to 10 business days following
the acquisition by any person of the Threshold Percentage or more of the
outstanding shares of our common stock, at a redemption price of $0.001 per
right (subject to adjustment in some circumstances). The right to exercise the
rights will terminate when our Board of Directors orders the redemption of the
rights, and then the only right of the holders of the rights will be to receive
the redemption price.
OTHER MATTERS. Holders of rights have no rights as shareholders,
including the right to vote or receive dividends, simply by virtue of holding
the rights.
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The rights agreement may be amended by our Board of Directors without
the approval of the holders of the rights prior to the date the rights separate
from the common stock. However, after that date, the rights agreement may not be
amended in any manner that would adversely affect the interests of the holders
of the rights, excluding the interest of any acquiring person. No amendment may
be made at a time when the rights are not redeemable.
Because the rights may cause substantial dilution to a person or group
that attempts to acquire more than the Threshold Percentage of our stock without
approval of our Board of Directors and without conditioning the offer on
redemption of the rights or amendment of the rights to prevent this dilution,
the rights may discourage unsolicited offers for our stock. The rights should
not affect any potential acquiror willing to make an offer for all of the
outstanding common stock at a price that is fair and not inadequate and
otherwise in the best interests of us and our shareholders. The rights also
should not interfere with any merger or other business combination approved by
our Board of Directors since our Board may, at its option, at any time until 10
business days following the date a shareholder acquires the Threshold Percentage
or more of our common stock, redeem all the rights as described above. In
addition, the rights should not interfere with a proxy contest.
For more information concerning our rights agreement, you should read
the more detailed summary contained in our registration statement on Form 8-A
dated August 14, 2001, as updated hereby, and our rights agreement, as amended,
which have been filed with the Securities and Exchange Commission.
CERTAIN CHARTER AND BYLAW PROVISIONS
Some provisions of our articles of incorporation and our bylaws could
have the effect of discouraging a potential acquiror or making it more difficult
to acquire us by means of a tender offer, a proxy contest or otherwise, even
though this type of acquisition might be economically beneficial to our
shareholders. In addition, these provisions may make the removal of management
more difficult, even in cases where the removal would be favorable to the
interests of our shareholders.
BOARD OF DIRECTORS. Our articles of incorporation divide the Board of
Directors into three classes of not less than three nor more than five directors
each. Within those limits, our bylaws provide that the number of directors shall
be as determined by the Board of Directors from time to time. One class is
elected each year for a three-year term. A director may be removed from office,
with or without cause, only by the affirmative vote of at least 80% of the
outstanding shares entitled to vote for the election of that director, and any
vacancy so created may be filled by the affirmative vote of at least 80% of such
shares. However, whenever the holders of any one or more series of our preferred
stock have the right, voting separately as a class or by series, to elect
directors at an annual or special meeting of shareholders, the election, term of
office, filling of vacancies and other features of those directorships will be
governed by the applicable terms of the series of preferred stock, and the
directors so elected will not be divided into classes unless expressly so
provided by the terms of the series. These provisions of our articles of
incorporation may only be amended by the affirmative vote of shareholders
possessing at least 75% of the voting power of the then outstanding shares of
all classes of our stock generally possessing voting rights in elections of
directors, considered for this purpose as one class.
Under the bylaws, vacancies in the Board of Directors, including
vacancies created by an increase in the number of directors, may be filled by
the remaining directors.
ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR
NOMINEES. Our bylaws require advance notice with regard to business proposed to
be submitted by a shareholder at any annual or special meeting of our
shareholders, including the nomination of candidates for election as directors.
Notice of proposed shareholder business must be timely given in writing to our
corporate secretary prior to the meeting. To be timely, notice must be received
at our principal executive offices within the time frames specified in our
bylaws. The notice must also contain certain information specified in our
bylaws, including, with respect to a director nomination, the written consent of
the nominee to serve as a director if elected.
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CERTAIN STATUTORY PROVISIONS
The Wisconsin Business Corporation Law or WBCL, under which we are
incorporated, contains certain provisions that may be important when considering
the rights of holders of our capital stock. The description set forth below is
intended as a summary only. For complete information, you should review the
applicable provisions of the WBCL.
CONTROL SHARE VOTING RESTRICTIONS. Section 180.1150(2) of the WBCL
provides that the voting power of shares of a "resident domestic corporation,"
which we are, held by any "person", including shares issuable upon conversion of
convertible securities or upon exercise of options or warrants, in excess of 20%
of the voting power in the election of directors shall be limited to 10% of the
full voting power of those shares. This statutory voting restriction is not
applicable to shares acquired before April 22, 1986, shares acquired directly
from us, shares as to which our shareholders vote to restore the full voting
power and under certain other circumstances more fully described in Section
180.1150(3). This statutory voting restriction is not applicable to the selling
shareholder with respect to the shares of our common stock held by the selling
shareholder as of the date of this prospectus.
FAIR PRICE PROVISIONS. Sections 180.1130 to 180.1133 of the WBCL provide
that certain business combinations not meeting specified adequacy-of-price
standards must be approved by the vote of at least 80% of the votes entitled to
be cast by outstanding voting shares of the corporation, voting together as a
single voting group, and by two-thirds of the votes entitled to be cast by
shareholders other than a significant shareholder who is a party to the
transaction or an affiliate or associate of the significant shareholder.
o The term "business combination" is defined to include, subject to
certain exceptions, a merger or share exchange of a resident domestic
corporation or any subsidiary with, or the sale or other disposition
of substantially all assets of the resident domestic corporation to,
any significant shareholder or affiliate of the significant
shareholder.
o "Significant shareholder" is defined generally to include a person
that is the beneficial owner of 10% or more of the voting power of the
outstanding voting shares of the resident domestic corporation or an
affiliate of the resident domestic corporation who was a 10%
beneficial owner within the preceding two years.
ACTIONS DURING A TAKE-OVER OFFER. Section 180.1134 of the WBCL provides
that, in addition to any vote otherwise required by law or the articles of
incorporation, a resident domestic corporation must receive approval at a
shareholders' meeting of the holders of a majority of the shares entitled to
vote before the corporation can take the actions listed below while a "take-over
offer" is being made for the corporation's voting shares or after a take-over
offer has been publicly announced and before it is concluded:
o Shareholder approval is required for the corporation to acquire more
than 5% of the corporation's outstanding voting shares at a price
above the market value from any individual who or organization which
owns more than 3% of the outstanding voting shares and has held those
shares for less than two years, unless an equal or better offer is
made to acquire all voting shares.
o Shareholder approval is also required for the corporation to sell or
option assets of the corporation which amount to at least 10% of the
market value of the corporation, unless the corporation has at least
three directors who are not officers or employees and a majority of
those directors vote not to be governed by this restriction.
BUSINESS COMBINATION PROVISIONS. Sections 180.1140 to 180.1144 of the
WBCL provide that a "resident domestic corporation," such as us, may not engage
in a "business combination" with an "interested stockholder" for three years
after the date (the "stock acquisition date") the interested stockholder
acquired his or her 10% or greater interest, unless the business combination or
the acquisition of the 10% or greater interest was approved before the stock
acquisition date by the corporation's board of directors. After the three-year
period, a business combination that was not so approved may be consummated only
if it is approved by a majority of the outstanding voting shares
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not held by the interested stockholder or is made at a specified formula price
intended to provide a fair price for the shares held by noninterested
stockholders.
o A "business combination" includes a merger or share exchange, or a
sale, lease, exchange, mortgage, pledge, transfer or other disposition
of assets equal to at least 5% of the aggregate market value of the
stock or assets of the corporation or 10% of its earning power, or the
issuance of stock or rights to purchase stock having a market value
equal to at least 5% of the outstanding stock, the adoption of a plan
of liquidation or dissolution, and other enumerated transactions
involving an interested stockholder or an affiliate or associate of an
interested stockholder.
o An "interested stockholder" is a person who beneficially owns at least
10% of the voting power of the outstanding voting stock of the
corporation or who is an affiliate or associate of the corporation and
beneficially owned 10% of the voting power of the then outstanding
voting stock at any time within three years prior to the date in
question.
INSURANCE HOLDING COMPANY PROVISIONS. Because we are an insurance
holding company and various of our subsidiaries are insurance companies, state
statutes and administrative rules regulate, among other things, certain
transactions in our common stock. These statutes generally provide that the
acquisition of 10% or more of our voting securities creates a rebuttable
presumption that "control" of our insurance company subsidiaries is being
acquired in the transaction, unless the applicable state regulator, upon
application, determines otherwise. Thus, subject to certain exceptions, any
person attempting to acquire 10% or more of our stock must, prior to such
acquisition, file certain documents with the appropriate state insurance
regulators and obtain the regulators' prior approval of the acquisition.
These statutory and administrative restrictions may have the effect of
discouraging or making it more difficult for a person to acquire a substantial
equity interest in us and may otherwise restrict the market for the purchase or
sale of a significant number of shares of our common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
See the Exhibit Index following the Signature page of this
report, which is incorporated herein by reference.
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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 thereunto duly authorized.
AMERICAN MEDICAL SECURITY GROUP, INC.
Dated: June 27, 2002 /S/ TIMOTHY J. MOORE
Senior Vice President of Corporate
Affairs, Secretary & General Counsel
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AMERICAN MEDICAL SECURITY GROUP, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-13154)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
DATE OF REPORT: JUNE 27, 2002
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
4.1 Restated Articles of Exhibit 3.1 to the Registrant's
Incorporation of Registrant Form 10-K for the year ended
dated as February 17,1999 December 31, 1998
4.2 Articles of Amendment to Exhibit 3 to the Registrant's
Restated Articles of Form 10-Q for the quarter ended
of Incorporation with June 30, 2001.
Respect to Designation,
Preferences, Limitations
and Relative Rights of
Series B Junior Cumulative
Preferred Stock
4.3 Bylaws of Registrant as Exhibit 3.2 to the Registrant's
amended and restated Form 10-K for the year ended
November 17, 1999 December 31, 1999
4.4(a) Rights Agreement, dated as Exhibit 1 to the Registrant's
of August 9, 2001, between Registration Statement on Form
the Registrant and Firstar filed August 14, 2001 and Exhibit
Firstar Bank, N.A., as Rights 4 to 8-A the Registrant's Current
Agent (the "Rights Agreement") Report on Form 8-K dated August 9,
, including the form of Rights 2001, and filed on August 14, 2001
Certificate attached as
Exhibit B thereto
4.4(b) Amendment dated as of Exhibit 4.1 to the Registrant's
February 1, 2002 to the Form 8-K dated February 1, 2002
Rights Agreement (the "2/1/02 8-K")
4.4(c) Appointment and Assumption Exhibit 4.2 to the 2/1/02 8-K
Agreement dated December 17,
2001, between the Registrant
and Firstar Bank, N.A.,
appointing LaSalle Bank, N.A.
as Rights Agent for the Rights
Agreement
4.4(d) Amendment to Rights Agreement Exhibit 4.4(d) to the Registrant's
dated as of June 4, 2002 Form 8-K dated June 4, 2002, and
filed on June 19, 2002
10.1 Registration Rights Agreement Exhibit 10.19 to the Registrant's
between the Registrant and Form 10-K for the year ended
Blue Cross & Blue Shield December 31, 1998
Shield United of Wisconsin
dated as of September 1, 1998
E-1
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
10.2 Agreement dated February 1, Exhibit 10.1 to the 2/1/02
2002, among the Registrant, 8-K
Cobalt Corporation and Blue
Cross & Blue Shield United of
Wisconsin concerning the Rights
Agreement
10.3 Stock Purchase Agreement, Exhibit 10 to the Registrant's
dated as of March 19, 2002, Form 8-K dated March 19, 2002
among Blue Cross & Blue
Shield United of Wisconsin,
Cobalt Corporation and the
Registrant
E-2