UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
American Medical Security Group, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
027 44P 101
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(CUSIP Number)
Stephen E. Bablitch
Chairman and Chief Executive Officer
Cobalt Corporation
401 West Michigan Street
Milwaukee, Wisconsin 53203
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 3, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 027 44P 101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wisconsin United for Health Foundation, Inc.
Cobalt Corporation
Blue Cross & Blue Shield United of Wisconsin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(SEE INSTRUCTIONS) (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin United for Health Foundation, Inc. - Wisconsin
Cobalt Corporation - Wisconsin
Blue Cross & Blue Shield United of Wisconsin - Wisconsin
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NUMBER OF 7 SOLE VOTING POWER
Wisconsin United for Health Foundation, Inc. - 0
SHARES Cobalt Corporation - 0
Blue Cross & Blue Shield United of Wisconsin - 0
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BENEFICIALLY 8 SHARED VOTING POWER
Wisconsin United for Health Foundation, Inc. - 0
OWNED BY Cobalt Corporation - 0
Blue Cross & Blue Shield United of Wisconsin - 0
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EACH 9 SOLE DISPOSITIVE POWER
Wisconsin United for Health Foundation, Inc. - 0
REPORTING Cobalt Corporation - 0
Blue Cross & Blue Shield United of Wisconsin - 0
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PERSON 10 SHARED DISPOSITIVE POWER
Wisconsin United for Health Foundation, Inc. - 0
WITH Cobalt Corporation - 0
Blue Cross & Blue Shield United of Wisconsin - 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Wisconsin United for Health Foundation, Inc. - 0
Cobalt Corporation - 0
Blue Cross & Blue Shield United of Wisconsin - 0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Wisconsin United for Health Foundation, Inc. - CO
Cobalt Corporation - CO
Blue Cross & Blue Shield United of Wisconsin - CO
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ITEM 1. Security and Issuer.
This statement on Schedule 13D (this "Schedule 13D") relates to the shares
of common stock, no par value per share ("Common Stock"), of American Medical
Security Group, Inc., a Wisconsin corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 3100 AMS Boulevard, Green Bay, WI
54313.
ITEM 2. Identity and Background.
(a)-(c) This statement is being filed by
(i) Wisconsin United for Health Foundation, Inc. (the
"Foundation")
10 E. Doty Street, Madison, WI 53703
The Foundation is a Wisconsin social welfare organization
and a Wisconsin non-stock corporation.
(ii) Cobalt Corporation ("Cobalt")
401 West Michigan Street, Milwaukee, WI 53203
Cobalt is a publicly traded managed care company and a
Wisconsin corporation.
(iii) Blue Cross & Blue Shield United of Wisconsin ("BCBSUW")
401 West Michigan Street, Milwaukee, WI 53203
BCBSUW is an insurance company and a Wisconsin corporation.
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(d) During the past five years, none of the reporting persons has
been convicted in a criminal proceeding.
(e) During the past five years, none of the reporting persons has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Foundation and Cobalt became beneficial owners of the Common Stock in
connection with the conversion of BCBSUW from a Wisconsin service insurance
corporation to a Wisconsin stock insurance corporation. BCBSUW previously owned
1,531,175 shares of Common Stock prior to the sales of shares of Common Stock by
BCBSUW described in Item 5(c) hereof, and subsequent to such sales owns no
shares of Common Stock.
ITEM 4. Purpose of Transaction.
The information set forth in Item 5(c) hereof is incorporated by reference
in response to this Item 4.
The Foundation received no proceeds from the sale of shares of Common Stock
by BCBSUW described herein. The Foundation is not responsible for the
completeness or accuracy of the information contained herein regarding Cobalt or
BCBSUW, and has no reason to believe that such information is inaccurate.
ITEM 5. Interests in Securities of the Company.
(a) Each member of the Group was deemed to be the beneficial owner of
the shares of Common Stock owned by BCBSUW prior to the sales
described in Item 5(c) hereof.
(b) (i) Number of shares as to which the Foundation has:
sole voting power - 0
shared voting power - 0
sole dispositive power - 0
shared dispositive power - 0
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(ii) Number of shares as to which Cobalt has:
sole voting power - 0
shared voting power - 0
sole dispositive power - 0
shared dispositive power - 0
(iii) Number of shares as to which BCBSUW has:
sole voting power - 0
shared voting power - 0
sole dispositive power - 0
shared dispositive power - 0
(c) The following is a description of all transactions in the Common
Stock by BCBSUW since the date of Amendment No. 7 to this
Schedule 13D:
On December 31, 2002, BCBSUW transferred 149,098 shares of Common
Stock to West Bend Mutual Insurance Company, as partial
consideration for the purchase of all the outstanding stock of
Claim Management Services, Inc., a subsidiary of West Bend
Mutual. Pursuant to a formula based on the average of ten
consecutive days' closing prices for the Common Stock, the shares
were valued for purposes of the transaction at $13.414 per share.
On January 3, 2003, BCBSUW sold its remaining 1,382,077 shares of
Common Stock through a broker in an open market transaction at a
price of $13.56 per share, and thereby ceased to be beneficial
owner of more than five percent of the class of securities.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
WISCONSIN UNITED FOR HEALTH
FOUNDATION, INC.
By: /s/ David Meissner
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David Meissner
Vice President
COBALT CORPORATION
By: /s/ Gail L. Hanson
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Gail L. Hanson
Chief Financial Officer
BLUE CROSS & BLUE SHIELD UNITED
OF WISCONSIN
By: /s/ Gail L. Hanson
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Gail L. Hanson
Chief Financial Officer
Dated: January 9, 2003
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