UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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| | Preliminary Proxy Statement
| | Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material under Rule 14a-12
AMERICAN MEDICAL SECURITY GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Filed by: American Medical Security Group, Inc.
Pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: American Medical Security Group, Inc.
Commission File No. 1-13154
On November 5, 2004, American Medical Security Group, Inc. ("AMS") issued the
following press release:
[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
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NEWS RELEASE
for Immediate Release
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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.