-----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, D1DLxdSNTYi+pZqt5jjMQJoppVTX84jFGv2FXU42Fmk+1ydi9BfRG4HW9lR89fHY 1IbiRQ89C7RHHVfW7j4TAg== 0000897069-02-000911.txt : 20021115 0000897069-02-000911.hdr.sgml : 20021115 20021115124334 ACCESSION NUMBER: 0000897069-02-000911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COBALT CORP CENTRAL INDEX KEY: 0001062780 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 391931212 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14177 FILM NUMBER: 02829139 BUSINESS ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53203-2896 BUSINESS PHONE: 4142266900 MAIL ADDRESS: STREET 1: 401 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 52030-2896 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WISCONSIN SERVICES INC DATE OF NAME CHANGE: 19981112 8-K 1 sdc263.txt 8-K CURRENT REPORT 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): November 15, 2002 Cobalt Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 1-14177 39-1931212 - ------------------- ---------------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 401 West Michigan Street Milwaukee, Wisconsin 53203 ----------------------------------------------------------- (Address of principal executive offices including zip code) (414) 226-6900 ------------------------------- (Registrant's telephone number) Item 5. Other Events and Regulation FD Disclosure. On November 15, 2002, the Registrant announced a plan to consolidate its claims and customer service departments into a smaller number of offices in Wisconsin. The number of offices maintained by the Registrant in Wisconsin will decline from 14 to 12 during the first quarter of 2003. A copy of the press release containing such announcement is attached as an exhibit to this Report. During the fourth quarter of 2002 the Registrant plans to record a charge against earnings of approximately $2.5 million for severance costs and other expenses relating to the reduction in the number of offices. As a result of these actions, the Registrant expects to generate annualized savings of approximately $8 million. These savings were taken into account in 2003 earnings guidance issued by the Registrant on October 28, 2002, while the $2.5 million fourth quarter charge was not included in the guidance for 2002. Cautionary Statement: This Current Report on Form 8-K contains forward-looking statements with respect to the financial condition, results of operations and business of Cobalt Corporation. Such 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 forward-looking statements. Factors that may cause actual results or events to differ materially from those contemplated by such forward-looking statements include rising health care costs, business conditions, impact of elimination of memberships, competition in the managed care industry, developments in health care reform and other regulatory issues. 2 Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99. Press release dated November 15, 2002. 3 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. COBALT CORPORATION Date: November 15, 2002 By: /s/ Gail L. Hanson --------------------------- Gail L. Hanson Chief Financial Officer 4 COBALT CORPORATION EXHIBIT INDEX TO FORM 8-K Report Dated November 15, 2002 Exhibit No. Description - ---------- ----------- 99 Press Release, dated November 15, 2002, issued by Cobalt Corporation. 5 EX-99 3 sdc263a.txt PRESS RELEASE For Immediate Release Contact: Jill Becher November 15, 2002 (414) 226-5413 Cobalt Corporation to Consolidate Regional Service Centers (Evansville, Wis. and Stevens Point, Wis.) - Cobalt Corporation (NYSE:CBZ) ("Cobalt") announced today that it is consolidating its claims and customer service departments into a smaller number of offices in Wisconsin. This move will affect most, but not all, of the Company's employees in Evansville and Stevens Point. Stephen E. Bablitch, President of Cobalt Corporation said, "This was a very difficult and painful decision but a necessary one. The Company lost approximately $140 million from 1999 through 2001. In order to return the Company to financial stability, beginning at the end of 2001, we intentionally exited unprofitable business and lost over 60,000 members. This loss of business allowed us to begin to turnaround the Company and to improve our financial position. However, over the last year we did not reduce any of our workforce and we did not regain those lost members. As a result, we have a workforce size larger than we need for our current customer base." Cobalt has 14 offices in Wisconsin. The move announced today will consolidate Cobalt's work into 12 offices in Wisconsin. The decision of the Company will affect 78 employees in Evansville and 98 in Stevens Point. Michael E. Bernstein, Executive Vice President of Cobalt Corporation said "we are treating the affected employees with the respect they deserve, while meeting our obligation to our customers to control our expenses and keep our premiums as low as possible." All work relocated from Evansville and Stevens Point will stay in Wisconsin at one of the 12 remaining offices (see map). Employees in Evansville and Stevens Point not affected by this announcement include sales and provider relations. Cobalt executives met with all of the affected employees in Evansville and Stevens Point this morning to make the announcement. They announced that both offices would remain operational through March of 2003. They also announced that the affected employees would receive a severance package including: o Severance pay based on years of service. o The Company will continue to pay all health insurance benefits (medical, dental and vision) throughout the severance period, as if the affected employees were employed by the Company. o Special stay bonus equal to the 2002 incentive plan. o Payout of 2002 and 2003 accrued vacation. o Payout of 2002 and 2003 unused personal days. o Onsite outplacement assistance provided by consultants from Lee Hecht Harrison, including resume preparation, interview training and job fairs. (More) "Going forward I want to make sure that the employees in Stevens Point and Evansville are treated well and with respect for the work they have done for the Company and that the Company overall continues to improve its financial stability and strength." Bablitch said. Cobalt Corporation is the Blue Cross and Blue Shield licensee for the state of Wisconsin. It is one of the leading, publicly traded health care companies in the nation, offering a diverse portfolio of complementary insurance and managed care products to employer, individual, insurer and government customers. Headquartered in Milwaukee and formed by the combination of Blue Cross & Blue Shield United of Wisconsin and United Wisconsin Services, Inc., Cobalt Corporation serves 1.2 million lives in 50 states. ## [MAP OMITTED] -----END PRIVACY-ENHANCED MESSAGE-----