UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
HealthAxis Inc.
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(Name of Issuer)
Common Stock, $0.10 par value per share
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(Title of Class of Securities)
74382 10 7
-------------------------------------
(CUSIP Number)
Gregory T. Mutz
UICI
4001 McEwen Drive, Suite 200
Dallas, Texas 75244
(972) 392-6700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 1, 2002
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 74382 10 7 PAGE 2 of 10 PAGES
---------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UICI
75-2044750
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 24,989,777
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,989,777
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,989,777
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 74382 10 7 PAGE 3 of 10 PAGES
---------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The MEGA Life and Health Insurance Company
FEIN 59-2213662
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
7 SOLE VOTING POWER
NUMBER OF 3,557,179
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
3,557,179
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,557,179
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP NO. 74382 10 7 Page 4 of 10 Pages
This Amendment No. 2 (this "Amendment") is being filed to a Schedule
13D dated February 5, 2001 and amended February 7, 2001 by UICI, The MEGA Life
and Health Insurance Company ("MEGA") and UICI Sub I, Inc.
ITEM 1. SECURITY AND ISSUER
Common Stock
$0.10 par value per share ("Common Stock")
HealthAxis Inc. (the "Issuer")
2500 DeKalb Pike
East Norriton, Pennsylvania 19401
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to eliminate UICI Sub I, Inc. as a person
filing this Amendment.
Appendix A contains the information called for by Items 2-6 of Schedule
13D for the executive officers and directors of each of UICI and MEGA.
MEGA is a wholly owned subsidiary of UICI.
TO THE EXTENT THAT THIS INFORMATION PREVIOUSLY SET FORTH IN ITEM 2 HAS
NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the terms of the Voting Trust Agreement (as defined below
in Item 4) and the Founder's Voting Trust Agreement (as defined below
in Item 4), shares of Common Stock reverted to UICI. UICI did not
provide any additional consideration for such shares of Common Stock.
In addition to the Common Stock received by UICI described above, upon
the consummation of the merger on January 29, 2001 of HealthAxis.com,
Inc., a Pennsylvania corporation ("HealthAxis"), with and into
HealthAxis Acquisition Corp., a Pennsylvania corporation, UICI received
two Stock Purchase Warrants (the "Warrants") in exchange for the Stock
Purchase Warrants of HealthAxis that UICI had acquired previously. The
Warrants are convertible into shares of Common Stock at an exercise
price of $4.40 per share and $12.00 per share, respectively.
As discussed below, UICI exchanged certain securities of the Issuer for
different securities of the Issuer. See a description of such
transactions as described in Item 4 for the type and amount of
consideration provided.
ITEM 4. PURPOSE OF TRANSACTION
Reversion of Voting Trust Shares of Common Stock
On July 31, 2000, UICI entered into that certain Amended and Restated
Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which
UICI deposited shares of common stock of HealthAxis.com, Inc.
("HealthAxis") into a Voting Trust (the "Voting Trust"). Upon the
completion of the Merger each of those securities were converted
8,851,714 shares of Common Stock. On November 7, 2001, the Voting Trust
was terminated and all of the 8,851,714 shares of Common Stock reverted
to UICI.
CUSIP NO. 74382 10 7 Page 5 of 10 Pages
Proxy Agreement
Effective November 7, 2001, for the sole purpose of electing directors
to the board of directors of the Issuer, UICI appointed as its proxies
the board of directors of the Issuer, with power to vote 33-1/3% of the
number of shares of Common Stock held of record from time to time by
UICI, with such proxies to vote such in favor of the nominees that a
majority of the directors of the Issuer shall have recommended stand
for election. The authority granted to such proxies will terminate at
the earlier to occur of (i) November 7, 2011, (ii) such date as UICI
beneficially holds less than 25% of the outstanding shares of common
stock of the Issuer on a fully diluted basis, (iii) such date as any
person or persons acting as a "group" beneficially holds a greater
percentage of the outstanding shares of Common Stock on a fully diluted
basis than the percentage beneficially owned by UICI or (iv) the filing
by the Issuer of a voluntary petition in bankruptcy or the filing by a
third party of an involuntary petition in bankruptcy with respect to
the Issuer.
Reversion of Founders Program Voting Trust Shares of Common Stock
UICI established and sponsored the Insurdata Founder's Program pursuant
to which UICI had granted options to purchase shares of common stock of
Insurdata Incorporated ("Insurdata"), which were owned at the time by
UICI, to certain employees of Insurdata. Insurdata was a wholly owned
Texas corporation subsidiary of UICI which merged with and into
HealthAxis. UICI reserved an appropriate amount of Insurdata common
stock to be distributed upon the exercise of such options.
Immediately prior to the merger of Insurdata and HealthAxis, UICI
established the Founders Program Voting Trust pursuant to a Voting
Trust Agreement dated January 7, 2000 (the "Founder's Voting Trust
Agreement"). In that merger, the Founder's Voting Trust received shares
of HealthAxis common stock in exchange for the Insurdata common stock.
Upon the consummation of the Merger, the HealthAxis common stock held
in the Founder's Voting Trust was converted into shares of Common
Stock. As of December 31, 2001, 541,847 shares of Common Stock had
reverted to UICI in accordance with the terms of the Founder's Voting
Trust Agreement.
Termination of Outsourcing Agreement
Pursuant to the terms of an Information Technology Services Agreement,
amended and restated as of January 3, 2000 (the "Services Agreement"),
the Issuer formerly provided information systems and software
development services (including administration of UICI's computer data
center) to UICI and its insurance company affiliates at the Issuer's
cost of such services (including direct costs of the Issuer personnel
dedicated to providing services to UICI plus a portion of the Issuer's
overhead costs) plus a 10% mark-up. The Services Agreement had an
initial five-year term ending on January 3, 2005, which was subject to
extension by UICI. The Services Agreement was terminable by UICI or the
Issuer at any time upon not less than 180 days' notice to the other
party.
Effective June 15, 2002, UICI and the Issuer terminated the Services
Agreement. As part of the termination arrangement, UICI made a one-time
payment to the Issuer in the amount of $6.5 million and tendered
500,000 shares of Common Stock to the Issuer.
Exchange of Debentures for Preferred Stock
On July 31, 2002, UICI exchanged the $1.67 million principal amount of
the Issuer's 2% convertible debentures (the "2% Debentures") for cash
in the amount of $243,000 and 1,424 shares of a newly authorized series
of the Issuer's 2% convertible preferred stock (the "Preferred Stock"),
which preferred stock has a stated liquidation value of $1,000 per
share. The Preferred Stock is convertible into 542,477 shares of Common
Stock at a conversion price per share of $2.625.
CUSIP NO. 74382 10 7 Page 6 of 10 Pages
The 2% Debentures had been convertible into 185,185 shares of Common
Stock at a conversion price of $9.00 per share.
Resignation of Directors
On November 7, 2001, Gregory T. Mutz and Patrick J. McLaughlin, UICI's
nominees to the Board of Directors of the Issuer, resigned as directors
of the Issuer.
TO THE EXTENT THAT ANY OTHER INFORMATION CONTAINED IN ITEM 4 HAS NOT
CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
THE FOLLOWING INFORMATION IS FROM AMENDMENT NO. 1 TO THE SCHEDULE 13D
FILED FEBRUARY 7, 2002. IT SHOULD BE UPDATED TO THE PRESENT AND SHOULD
INCLUDE ALL OF THE PERSONS WHO ARE NOW LISTED IN ITEM 2, EITHER IN THE
INITIAL FILING ASSUMING THEY HAVE NOT BEEN DELETED BY THIS FILING OR
THROUGH THE ADDITION OF NEW PERSONS IN THIS FILING. TO THE EXTENT THAT
THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED FROM THIS
AMENDMENT.
(a) The following table sets forth the beneficial ownership of each
person named in Item 2. The number of shares of Common Stock
beneficially owned in total represents the number of shares of Common
Stock the person beneficially owns in addition to the number of shares
of Common Stock for which the Warrants or Debentures beneficially
owned by the person are convertible. The number of shares of Common
Stock beneficially owned through rights to acquire represents the
number of shares of Common Stock for which the Warrants or Debentures
beneficially owned by the person are convertible. The percentage of
shares owned assumes, with respect to each person, that all Warrants
or Debentures beneficially owned by the person are converted for
shares of Common Stock and that no other convertible security of the
Issuer held by other persons are converted into shares of Common
Stock.
Shares of Common Stock Shares of Common Stock Beneficially
Beneficially Owned Percent of All
Person Owned (Total) (Rights to Acquire) Shares
------ ---------------------- ----------------------------------- --------------
UICI 24,989,777 764,873 45.9%
MEGA 3,557,179 0 6.5%
(b) The following table indicates, for each person listed in the above
table, the number of shares of Common Stock beneficially owned as to
which there is sole power to vote or to direct the vote, shared power
to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to vote or to direct the disposition.
Sole Voting Sole Dispositive Shared Dispositive
Person Power Shared Voting Power Power Power
------ ----------- ------------------- ---------------- ------------------
UICI 24,989,777 0 24,989,777 0
MEGA 3,557,179 0 3,557,179 0
CUSIP NO. 74382 10 7 Page 7 of 10 Pages
MEGA is a wholly-owned subsidiary of UICI. UICI beneficially owns all
of the shares of Common Stock owned by MEGA, and UICI has the sole
voting power and sole dispositive power over such shares of Common
Stock.
(c) Since the filing of Amendment No. 1 on February 7, 2001, UICI has
entered into the following transactions with respect to the Common
Stock.
o On July 10, 2001, UICI acquired 7,863 shares of Common Stock at a
price per share of $2.14 as the payment of interest due to UICI
pursuant to a Debenture issued to UICI by the Issuer.
o On July 10, 2001, UICI acquired 11,439 shares of Common Stock at
a price per share of $1.45 as the payment of interest due to UICI
pursuant to a Debenture issued to UICI by the Issuer.
o On July 24, 2001, UICI acquired 354,844 shares of Common Stock at
a price per share of $1.13 upon the termination Dennis Maloney's
employment with the Issuer. Mr. Maloney was previously employed
by Insurdata.
o On January 1, 2002 UICI acquired 22,631 shares of Common Stock at
a price per share of $0.74 as the payment of interest due to UICI
pursuant to a Debenture issued to UICI by the Issuer.
o On June 15, 2002, UICI tendered 500,000 shares of Common Stock to
the Issuer in connection with the termination of the Services
Agreement. See Item 4 for a description of such transaction.
o On July 2, 2002, UICI acquired 27,435 shares of Common Stock at a
price per share of $0.6025 as the payment of interest due to UICI
pursuant to a Debenture issued to UICI by the Issuer.
o On July 31, 2002, UICI acquired 1,424 shares of the Preferred
Stock, which is convertible into 542,477 shares of Common Stock
at a conversion price per share of $2.625.
On July 31, 2002, UICI exchanged the 2% Debentures, which were
convertible into 185,185 shares of Common Stock, in partial
consideration of the acquisition of the Preferred Stock.
See Item 4 for a description of the transaction in which such
exchange occurred.
o See Item 4 for a description of the transactions involving shares
of Common Stock that reverted to UICI from the Voting Trust and
the Founder's Plan Voting Trust.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by the persons listed in the above
tables.
(e) UICI Sub I, Inc. ceased to be 5% beneficial owner of the Common
Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Warrant
On January 29, 2001, UICI was issued the Warrants in exchange for the
HealthAxis Stock Purchase Warrants previously purchased by UICI. The
Warrant may be exercised at any time up to and including March 30,
2004. The Warrants provides that UICI may purchase up to 200,000 and
10,005 shares of Common Stock at an exercise price of $4.40 and $12.00
per share, subject to adjustment, respectively. The
CUSIP NO. 74382 10 7 Page 8 of 10 Pages
exercise price may be adjusted for the following: (i) stock dividends
stock splits and reverse stock splits; (ii) rights offerings, the
issuance of certain options, warrants and other securities convertible
into Common Stock; and (iii) the issuance or granting of subscription
rights. A copy of the Warrant is filed as an exhibit to this Schedule
13D and is incorporated by reference herein.
Voting Trust
On November 7, 2001 the Voting Trust was terminated.
Proxy Agreement
Effective November 7, 2001, for the sole purpose of electing directors
to the board of directors of the Issuer, UICI appointed as its proxies
the board of directors of the Issuer, with power to vote 33-1/3% of the
number of shares of Common Stock held of record from time to time by
UICI, with such proxies to vote such in favor of the nominees that a
majority of the directors of the Issuer shall have recommended stand
for election. The authority granted to such proxies will terminate at
the earlier to occur of (i) November 7, 2011, (ii) such date as UICI
beneficially holds less than 25% of the outstanding shares of common
stock of the Issuer on a fully diluted basis, (iii) such date as any
person or persons acting as a "group" beneficially holds a greater
percentage of the outstanding shares of Common Stock on a fully diluted
basis than the percentage beneficially owned by UICI or (iv) the filing
by the Issuer of a voluntary petition in bankruptcy or the filing by a
third party of an involuntary petition in bankruptcy with respect to
the Issuer.
TO THE EXTENT THAT ANY OTHER INFORMATION CONTAINED IN ITEM 6 HAS NOT
CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A -- Shareholders' Agreement, dated September 26, 2001, by and
among HealthAxis Inc., UICI, Michael Ashker and Alvin H.
Clemens
EXHIBIT B -- Amended and Restated Registration Rights Agreement, dated
January 29, 2001, among HealthAxis Inc. and certain
investors
EXHIBIT C -- Registration Rights Agreement, dated January 7, 2000, by
and between HealthAxis Inc. (as successor by merger to
HealthAxis.com, Inc.) and UICI
EXHIBIT D -- HealthAxis Inc. 2% Convertible Debenture
EXHIBIT E -- HealthAxis Inc. Stock Purchase Warrants
EXHIBIT F -- Voting Trust Agreement, dated January 7, 2000, among
UICI and Michael Ashker, Alvin H. Clemens, Edward W.
LaBaron, Jr. and Henry Hager as trustees
EXHIBIT G -- Amendment No. 1, dated as of November 7, 2001, to the
Amended and Restated Voting Trust Agreement, dated as of
July 31, 2000 (the "Voting Trust Agreement"), among UICI
and Michael Ashker, Edward W. LeBaron, Jr. and
Dennis B. Maloney as Trustees (the "Trustees").
CUSIP NO. 74382 10 7 Page 9 of 10 Pages
EXHIBIT H -- Proxy Agreement, dated November 7, 2001, between UICI
and Healthaxis Inc.
EXHIBIT I -- Agreement to File Joint Statement on Schedule 13D
CUSIP NO. 74382 10 7 Page 10 of 10 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
This statement may be executed in multiple counterparts, each of which shall
constitute an original.
August 22, 2002
------------------
Date
UICI
By: /s/ MARK D. HAUPTMAN
----------------------------------
Name: Mark D. Hauptman
Title: Vice President and Chief Financial
Officer
The MEGA Life and Health Insurance Company
By: /s/ CONNIE PALACIOS
----------------------------------
Name: Connie Palacios
Title: Treasurer
APPENDIX A
Capitalized terms used but not defined herein shall have the respective meanings
assigned such terms in the joint Schedule 13D of UICI and MEGA and Sub I, to
which this is attached as Appendix A.
Information regarding the number and percentage of Common Stock beneficially
owned by any person assumes that the entire Debenture or Warrant beneficially
owned by such person is converted into or exercised for Common Stock and that no
other debenture or warrant beneficially owned by other persons is converted into
or exercised for Common Stock.
Beneficial ownership reported for the persons listed in this Appendix A does not
include Common Stock which any such person may be deemed to beneficially own by
virtue of such person's relationship with UICI and such person's or UICI's
relationships with the Subsidiaries.
(a) EXECUTIVE OFFICERS AND DIRECTORS OF UICI. Set forth below are the name
and positions held of each director and executive officer of UICI.
References to persons listed below include persons sharing beneficial
ownership of Common Stock with a director or executive officer. Unless
otherwise noted, the principal occupation or employment of each person
listed below is his or her position with UICI.
All persons listed below are U.S. citizens. During the last five years,
to the best knowledge of UICI, none of the persons listed below has
been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such person 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.
Ronald L. Jensen Chairman of the Board and President of
Specialized Investment Risks, Inc., Hurst
Texas and Chairman of the Board of Directors
of UICI
Mr. Jensen's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Gregory T. Mutz Director, President and Chief Executive
Officer and Director and executive officer
of insurance subsidiaries of UICI
Mr. Mutz's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Richard T. Mockler Director
Retired, Former Partner with Ernst & Young,
Dallas, Texas
Mr. Mockler's address for purposes of this
Schedule 13D is 1444 Greathouse Road,
Waxahachie, Texas 75167
Patrick J. McLaughlin Director
President, Emerald Capital Group, Ltd.,
Rosemont, Pennsylvania 19010
Mr. McLaughlin's address for purposes of
this Schedule 13D is 100 Chetwynd Drive,
Suite 202, Rosemont, Pennsylvania 19010
Stuart D. Bilton Director
President, Chicago Trust Company, Chicago,
Illinois 60601
Mr. Bilton's address for purposes of this
Schedule 13D is 171 N. Clark Street,
Chicago, Illinois 60601
Thomas P. Cooper Director
President and CEO OnCall Healthcare
Communications, San Diego, California
Mr. Cooper's address for purposes of this
Schedule 13D is 3890 Murphy Canyon Road,
Suite 200, San Diego, California 92123
Glenn W. Reed Director, Executive Vice President and
General Counsel (also Director and Executive
Officer of Insurance Subsidiaries of UICI)
Mr. Reed's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244
William J. Gedwed Director or UICI and President and Chief
Executive Officer of National Motor Club of
America, Inc.
Mr. Gedwed's address for purposes of this
Schedule 13D is 6500 Beltine, Suite 200,
Irving, Texas 75063
Mark D. Hauptman Vice President and Chief Financial Officer
Mr. Hauptman's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244
To the best knowledge of the reporting persons, none of the persons
listed above has any further information to report in response to Items
2-6 of Schedule 13D.
(b) EXECUTIVE OFFICERS AND DIRECTORS OF THE MEGA LIFE AND HEALTH INSURANCE
COMPANY. Set forth below are the name and positions held of each
director and executive officer of MEGA. References to persons listed
below include persons sharing beneficial ownership of Common Stock with
a director or executive
officer. Unless otherwise noted, the principal occupation or employment
of each person listed below is his or her position with MEGA.
All persons listed below are U.S. citizens. During the last five years,
to the best knowledge of UICI and MEGA, none of the persons listed
below has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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.
Gregory T. Mutz Chairman of the Board
Mr. Mutz's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Glenn W. Reed Director and Vice President
Mr. Reed's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Robert B. Vlach Director, Vice President, Assistant
Secretary and General Counsel
Mr. Vlach's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Steven K. Arnold Director and Vice President
Mr. Arnold's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Emmanuel J. Pendola Director and Vice President
Mr. Pendola's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Mark D. Hauptman Director and Vice President
Mr. Hauptman's address for purposes of this
Schedule 13D is 9151 Grapevine Highway,
Richland Hills, Texas 76140.
Phillip J. Myhra Director, President, Chief Executive
Officer and Chief Actuary
Mr. Myhra's address for purposes of this
Schedule 13D is 9151 Grapevine Highway,
Richland Hills, Texas 76140.
James N. Plato Director and Executive Vice President
Mr. Plano's address for purposes of this
Schedule 13D is 1331 West Memorial Rd.,
Suite 112, Oklahoma City, Oklahoma 73114
Connie Palacios Treasurer and Controller
Ms. Palacios's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
Peggy G. Simpson Secretary
Ms. Simpson's address for purposes of this
Schedule 13D is 4001 McEwen Drive, Suite
200, Dallas, Texas 75244.
To the best knowledge of the reporting persons, none of the persons
listed above has any further information to report in response to Items
2-6 of Schedule 13D.
EXHIBIT INDEX
EXHIBIT A -- Shareholders' Agreement, dated September 26,
2001, by and among HealthAxis Inc., UICI,
Michael Ashker and Alvin H. Clemens
(Incorporated by reference to exhibit 99.2
to the Issuer's Registration Statement on
Form S-4 (No. 333-30256))
EXHIBIT B -- Amended and Restated Registration Rights
Agreement, dated January 29, 2001, among
HealthAxis Inc. and certain investors
(Incorporated by reference to exhibit 10.2
to the Issuer's Periodic Report on Form 8-K
filed October 10, 2000)
EXHIBIT C -- Registration Rights Agreement, dated January
7, 2000, by and between HealthAxis Inc. (as
successor by merger to HealthAxis.com, Inc.)
and UICI (Incorporated by reference to
exhibit 99.10 to the Issuer's Periodic
Report on Form 8-K filed September 13, 1999)
EXHIBIT D -- HealthAxis Inc. 2% Convertible Debenture
(Incorporated by reference to exhibit 10.2
to the Issuer's Periodic Report on Form 8-K
filed October 10, 2000)
EXHIBIT E -- HealthAxis Inc. Stock Purchase Warrant
(Incorporated by reference to exhibit 10.2
to the Issuer's Periodic Report on Form 8-K
filed October 10, 2000)
EXHIBIT F -- Voting Trust Agreement, dated January 7,
2000, among UICI and Michael Ashker, Alvin
H. Clemens, Edward W. LaBaron, Jr. and Henry
Hager as trustees (Incorporated by reference
to exhibit 99.5 to the Issuer's Periodic
Report on Form 8-K filed September 13, 1999)
EXHIBIT G -- Amendment No. 1, dated as of November 7,
2001, to the Amended and Restated Voting
Trust Agreement, dated as of July 31, 2000
(the "Voting Trust Agreement"), among UICI
and Michael Ashker, Edward W. LeBaron, Jr.
and Dennis B. Maloney as Trustees (the
"Trustees").
EXHIBIT H -- Proxy Agreement, dated November 7, 2001,
between UICI and Healthaxis Inc.
EXHIBIT I -- Agreement to File Joint Statement on
Schedule 13D(Incorporated by reference to
exhibit H to the original filing of this
Schedule 13D on February 5, 2001)