SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 1, 2002
AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 1-13154 39-1431799
(State of Incorporation)(Commission File Number)(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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Item 5. Other Events and Regulation FD Disclosure.
On February 1, 2002, American Medical Security Group, Inc. ("Company")
formally amended the Rights Agreement by and between the Company and Firstar
Bank, N.A., (the "Rights Agreement") dated as of August 9, 2001, to confirm how
certain provisions would apply to a possible, future purchase of Cobalt
Corporation ("Cobalt"). Cobalt's wholly owned subsidiary, Blue Cross & Blue
Shield United of Wisconsin ("BCBSUW"), is the Company's largest shareholder. In
return for the amendment, BCBSUW has withdrawn its shareholder proposal to
redeem shareholders' rights pursuant to the Rights Agreement and has agreed to
refrain from submitting a proposal relating to the Rights Agreement for action
at any meeting of the Company's shareholders prior to December 31, 2003, unless
the Company alters the amended language.
The amendment clarifies the original intent of certain provisions of the
Rights Agreement to confirm that it would not be automatically triggered solely
by a potential purchaser of Cobalt entering into an agreement to acquire the
shares of Cobalt or BCBSUW or the consummation of such a transaction. In either
case, the Rights Agreement would apply in the event a purchaser owns any common
stock of the Company ("Common Stock") other than that acquired in a Cobalt
transaction, or later acquired additional Common Stock without the permission of
the Company's Board of Directors.
Effective January 1, 2002, LaSalle Bank National Association ("LaSalle
Bank") became the successor rights agent under the Rights Agreement pursuant to
an Appointment and Assumption Agreement between the Company and LaSalle Bank.
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.
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: February 5, 2002 /s/ Timothy J. Moore
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Timothy J. Moore
Senior Vice President of Corporate Affairs,
Secretary & General Counsel
AMERICAN MEDICAL SECURITY GROUP, INC.
(Commission File No. 1-13154)
EXHIBIT INDEX
To
FORM 8-K CURRENT REPORT
Date of Report: February 1, 2002
Exhibit No. Description Filed Herewith
4.1 Amendment, dated as of February 1, 2002, to Rights Agreement, X
dated as of August 9, 2001 between American Medical Security
Group, Inc. and Firstar Bank, N.A. ("Rights Agreement").
4.2 Appointment and Assumption Agreement dated December 17, 2001, X
between the Company and Firstar Bank, N.A., appointing
LaSalle Bank, N.A. as Rights Agent for the Rights Agreement.
10.1 Agreement dated February 1, 2002, among the Company, Cobalt X
Corporation and Blue Cross & Blue Shield United of Wisconsin
concerning the Rights Agreement.
EX-1