SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Rule 14a-12
AMERICAN MEDICAL SECURITY GROUP, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[American Medical Security Group, Inc. Logo]
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[For more information contact: Cliff Bowers, Vice President, Corporate Communi
cations, (920) 661-2766, Gary Guengerich, Executive Vice President & CFO, (920)
661-2486]
American Medical Security Group Responds
To 13D Filing of Cobalt Corporation
GREEN BAY, Wis., -- January 18, 2002, -- American Medical Security
Group, Inc. (NYSE:AMZ)(AMS) responded to a Schedule 13D filing made earlier
today by Cobalt Corporation with the Securities & Exchange Commission.
Cobalt, AMS' largest shareholder with 45% of AMS' outstanding
shares, reported that, among other things, it had asked AMS to repurchase
at current market prices a portion of the shares of AMS held by Cobalt.
Cobalt also indicated that it no longer considers AMS to be a "strategic
asset" of Cobalt and that it is exploring "means of effecting an orderly
reduction of its position" in AMS. In July 2001, Cobalt announced that it
had hired investment bankers to respond to inquiries from other Blue Cross
plans about the possible purchase of Cobalt.
"We do not believe that an AMS buyback of Cobalt's AMS shares at
current market prices is the best way to achieve an orderly reduction of
Cobalt's position in AMS," said Samuel V. Miller, AMS Chairman and Chief
Executive Officer. "We proposed to Cobalt that it instead sell shares in a
secondary public offering."
Miller added, "Cobalt's position that it is considering nominating
its own slate of directors is puzzling, as we have repeatedly indicated to
Cobalt that we would support its having appropriate representation on our
Board." Miller noted that, in 1998, Cobalt had nominated three persons to
the AMS Board, each of whom continue to serve as directors. None of the
three have terms that expire in 2002.
The Company also stated it believes that Cobalt's shareholder
proposal to redeem AMS' shareholder rights plan is invalid and not proper
for submission to a shareholder vote. The company has filed a no-action
request with the SEC seeking permission to exclude the proposal from its
upcoming proxy materials. The Com pany also indicated that its previous
action to adopt the shareholder rights plan had the unanimous support of
AMS' Board of Directors - including Cobalt's three nominees.
"Our recent financial performance has been very strong," said
Miller. "We are willing to continue to work cooperatively with Cobalt to
reduce its position in AMS in a way that would benefit all of AMS'
shareholders."
American Medical Security Group, through operating subsidiaries,
markets health care benefits and insurance products to small businesses,
families and individ uals. Insurance products of American Medical Security
Group are underwritten by United Wisconsin Life Insurance Company. The
company serves customers nation wide through partnerships with
professional, independent agents and quality health care providers. It
provides medical and dental coverage for 580,316 members.
The directors and executive officers of American Medical Security Group,
Inc. ("AMS") and certain other persons may be deemed to be participants in
solicitation by AMS of proxies from its sharehold ers in connection with
AMS' 2002 Annual Meeting of Shareholders. Information concerning such
participants is being filed by AMS with the Securities and Exchange
Commission (the "SEC") on January 18, 2002.
SHAREHOLDERS OF AMS ARE ADVISED TO READ AMS' PROXY STATEMENT IN CONNECTION
WITH ITS SOLICITATION OF PROXIES FROM ITS SHAREHOLDERS WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Shareholders of AMS and other interested parties may obtain, free of
charge, copies of AMS' proxy statement, and any other documents filed by
AMS with the SEC, at the SEC's Internet web site at www.sec.gov. When
available, definitive proxy statements and other documents may also be
obtained by contacting AMS: Cliff Bowers, American Medical Security,
P.O. Box 19032, Green Bay, WI 54307-9032. (920) 661-2766
# # # # #
Cautionary Statement: Some of the statements contained in this press
release are "forward-looking" statements within the meaning of the safe
harbor provisions of the United States 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,
unexpected increases in medical costs; increased utilization of
prescription drugs or medical services resulting from bioterrorism concerns
or otherwise; the Company's ability to predict rising health care costs and
adequately price its products; the Company's ability to increase its agent
distribution force, generate new sales, sell new products and retain
existing customers; changes in the Company's relationships with key agents
that sell its products; the Company's ability to control expenses during a
time of declining revenue and membership; legislative and regulatory
matters, including the effects of health care or other legislation or
regulation, delays in regulatory approvals, and regulatory action resulting
from market conduct activity; general business conditions, including
competitive practices and demand for the Company's existing and new
products; development of and changes in claims reserves; rating agency
policies and practices; general economic conditions, including the effect
of changes in interest rates on the Company's investment portfolio; the
outcome of commercial or other litigation; and other factors that may be
referred to in American Medical Security Group, Inc.'s reports filed with
the Securities & Exchange Commission from time to time. Forward-looking
statements made in this release express expectations only as of the date
they are made. The Company does not undertake any obligation to update or
revise such statements as a result of new information or future events.