UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 30, 2006
HealthMarkets, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-14953
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75-2044750 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
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| 9151 Boulevard 26, North Richland Hills, Texas
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76180 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 255-5200
(Former name and address, if changed since last report)
N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Election of Director
Effective August 30, 2006, the Board of Directors of the Company appointed Andrew S. Kahr to
serve on the Company’s Board of Directors, to serve until his successor is elected and duly
qualified. Mr. Kahr has served as a financial services consultant with Eden Properties, SA, St.
Moritz, Switzerland since March 2003. He served as a financial services consultant with Sodemo,
SA, St. Moritz, Switzerland from February 1986 until March 2003. Mr. Kahr holds a BA from Harvard
College and a Ph.D. in Mathematics from the Massachusetts Institute of Technology.
The Board of Directors also granted to Mr. Kahr an option to purchase 4,200 shares of the
Company’s Class A-1 Common Stock at an exercise price of $38.37 per share, pursuant to the
Company’s 2006 Management Stock Option Plan and a separate Nonqualified Stock Option Agreement, in
the form filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Appointment and Departure of Principal Officer
Effective August 30, 2006, the Company’s Board of Directors appointed Michael A. Colliflower
to serve as Executive Vice President, General Counsel and Chief Compliance Officer. Mr.
Colliflower joined the Company in July 2005 as Senior Vice President and General Counsel -
Insurance Operations. Mr. Colliflower will succeed Glenn W. Reed, whose employment with the Company
terminated effective September 1, 2006.
Item 8.01 Other Events.
Advisory and Placement Agreements
On August 30, 2006, the independent directors of HealthMarkets, Inc. (the “Company”) approved
the execution and delivery of two agreements with The Blackstone Group, L.P. Affiliates of The
Blackstone Group hold approximately 55.3% of the Company’s outstanding equity securities.
Pursuant to the terms of an advisory agreement, Blackstone Group, L.P. has agreed to provide
certain financial and mergers and acquisition advisory services to The MEGA Life and Health
Insurance Company (a indirect wholly owned subsidiary of the Company) (“MEGA”). In accordance with
the terms of the advisory agreement, MEGA has agreed to pay to an advisory affiliate of The
Blackstone Group a one-time investment banking fee in the amount of $1.52 million in connection
with MEGA’s sale on July 11, 2006 of substantially all of the assets comprising its Star HRG
operations. The terms of the advisory agreement are subject to approval by the Oklahoma Department
of Insurance.
The Company has also entered into a placement agreement with The Blackstone Group, L.P.,
pursuant to which the Company has agreed to pay to an advisory affiliate of The Blackstone Group a
fee in the amount of $1.52 million for securities placement and structuring services in connection
with a private placement of securities completed on August 16, 2006.