-----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, HY9zgh0PLN9WCHpFmJQlJs6Lq4+lVivZDAP3CnRQR+R/AY8VH3DLit1Jm1usJ7LU /jKveySjmfS9Ewl72WBA+Q== 0000897069-03-000047.txt : 20030114 0000897069-03-000047.hdr.sgml : 20030114 20030109173401 ACCESSION NUMBER: 0000897069-03-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030110 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: 03509596 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 sdc287.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): December 31, 2002 Cobalt Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 1-14177 39-1931212 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 401 West Michigan Street Milwaukee, Wisconsin 53203 ----------------------------------------------------------- (Address of principal executive offices including zip code) (414) 226-5000 ------------------------------- (Registrant's telephone number) Item 5. Other Events and Regulation FD Disclosure. On December 31, 2002 Cobalt Corporation ("Cobalt") purchased all of the outstanding stock of Claim Management Services, Inc. ("CMS"), a third party administrator of self-funded employee benefit plans. CMS is headquartered in Green Bay, Wisconsin. CMS revenue and pre-tax income for the year ended December 31, 2001 were approximately $21.9 million and $2.3 million, respectively. The purchase price for the CMS acquisition consisted of a cash payment of approximately $15.3 million and 149,098 shares of common stock of American Medical Security Group, Inc., plus a possible earnout of up to $3 million based on CMS' earnings over the next three years. Based on CMS' historical earnings, Cobalt management estimates accretion to net income in 2003 from the CMS acquisition of approximately $0.02 per fully diluted Cobalt share. CMS provides administrative services for medical, dental, vision, short-term disability and other benefits. The following table summarizes membership at January 1, 2003. A member for which CMS administers more than one benefit category is reported in all applicable categories. Total Wisconsin Based Non-Wisconsin Based ------- --------------- ------------------ Medical 214,311 152,613 61,698 Dental 164,178 102,944 61,234 Other 37,152 28,586 8,566 ------- ------- ------- Total 415,641 284,143 131,498 ======= ======= ======= This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified because they are preceded by or include words like "anticipate," "believe," "estimate," "expect," "forecast," "objective," "plan," "possible," "potential," "project" and similar expressions. Forward-looking statements are statements based upon management's expectations at the time such statements are made and are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those contemplated in the statements. Those risks and uncertainties 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. Readers are cautioned not to place undue reliance on forward-looking statements. A copy of the press release issued in connection with the execution of the Agreement is attached hereto as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. (99) Press Release, dated January 2, 2003, issued by Cobalt Corporation. 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: January 9, 2003 By: /s/ Gail L. Hanson ------------------------------------- Gail L. Hanson Senior Vice President, Treasurer and Chief Financial Officer COBALT CORPORATION EXHIBIT INDEX TO FORM 8-K Report Dated December 31, 2002 Exhibit No. Description - ------- -------------------------------------------------------------------- 99 Press Release, dated January 2, 2003, issued by Cobalt Corporation. EX-99 3 sdc287a.txt PRESS RELEASE For Immediate Release Contact Jill Becher January 2, 2003 Corporate Communications [Cobalt Logo] (414) 226-5413 COBALT CORPORATION ACQUIRES CMS, INC. (Milwaukee, Wis.) - Cobalt Corporation (NYSE: CBZ) announced today it has acquired Claim Management Services, Inc. (CMS), a third party administrator (TPA) for self-funded employee benefit plans, based in Green Bay, Wis. The company acquired CMS from West Bend Mutual Insurance Company. CMS administers benefit plans for approximately 220,000 members throughout the United States. Some of the services CMS offers are medical and dental claim administration; medical case management and utilization review; billing and eligibility administration; and HIPAA and COBRA administration. CMS employs 280 people at offices in Green Bay and West Bend, Wis. No staffing changes are planned at this time. "The addition of 220,000 members represents an 18 percent growth on our existing 1.2 million membership base. This acquisition demonstrates Cobalt's commitment to profitable growth in our core businesses," said Stephen E. Bablitch, chairman and chief executive officer of Cobalt Corporation. "Cobalt financed the acquisition by a combination of cash and American Medical Security Group (NYSE: AMZ) common stock from our existing portfolio." "This acquisition provides an opportunity for Cobalt Corporation to expand the services that we offer customers in Wisconsin and throughout the country," said Michael Bernstein, president and chief operating officer of Cobalt Corporation. "CMS is a high quality third party administrator, which strengthens our commitment to providing best-in-class service to our customers." "The acquisition of CMS by Cobalt Corporation is viewed as very positive by the clients and employees of CMS," said Tom Casper, president of CMS. "As a member of a family of health care companies we will be able to expand our product offerings, which will allow for CMS to grow significantly while still retaining the independence that has made us unique in the self-insured arena." A third party administrator is an organization that administers health care benefits, mostly for self-insured employers. Many employers, particularly large employers, self-fund their insurance coverage and often buy insurance for catastrophic costs, generally referred to as stop-loss coverage. Other employers use a more traditional, fully insured product, where the entire risk of the coverage is placed on the insurance company and not on the employer. Cobalt Corporation is the Blue Cross and Blue Shield licensee for the state of Wisconsin and an independent licensee of the Blue Cross Blue Shield Association. 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 (NYSE: CBZ) serves 1.4 million lives in 50 states. For more information, visit our Web site at www.cobaltcorporation.com ## -----END PRIVACY-ENHANCED MESSAGE-----