SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 2002
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UICI
(Exact name of registrant as specified in its charter)
Delaware 001-14953 75-2044750
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(State or other jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
4001 McEwen Drive, Suite 200, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 392-6700
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING PUBLIC ACCOUNTANT
On August 26, 2002, UICI (the "Company") dismissed Ernst & Young LLP
as its independent accountants and selected KPMG LLP as its new independent
accountants effective August 26, 2002. The Company's Audit Committee
participated in and approved the decision to change independent
accountants.
The reports of Ernst & Young LLP on the financial statements for each
of the past two fiscal years ended December 31, 2001 and 2000 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
In addition, in connection with its audits of the Company's financial
statements for each of the two most recent fiscal years and the subsequent
interim period through August 26, 2002, there have been no disagreements
with Ernst & Young LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young LLP,
would have caused Ernst & Young LLP to make reference thereto in their
report on the financial statements for such years.
Except as described in the next succeeding paragraph, during the two
most recent fiscal years and the subsequent interim period through August
26, 2002, there were no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
In a letter dated April 4, 2000 to the Audit Committee of the
Company's Board of Directors, Ernst & Young LLP advised the Company that,
during the course of and in connection with Ernst & Young LLP's audit of
the Company's consolidated financial statements for the year ended December
31, 1999, Ernst & Young LLP had noted certain matters involving the
Company's internal controls and its operations that Ernst & Young LLP
considered to be reportable conditions and material weaknesses under
standards established by the American Institute of Certified Public
Accountants. Reportable conditions involve matters coming to the auditor's
attention relating to significant deficiencies in the design or operation
of an entity's internal control that, in the auditor's judgment, could
adversely affect the entity's ability to record, process, summarize, and
report financial data consistent with the assertions of management in the
financial statements. A material weakness is a reportable condition in
which the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that would be material in
relation to the consolidated financial statements being audited may occur
and not be detected within a timely period by employees in the normal
course of performing their assigned functions. The Company has authorized
Ernst & Young LLP to respond fully to inquiries of the Company's new
accountants concerning this matter.
The Company provided Ernst & Young LLP with a copy of the disclosure
made under this Item 4 of Form 8-K and has requested that Ernst & Young LLP
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements. A
copy of such letter, dated September 3, 2002, is filed as Exhibit 16 to
this Form 8-K.
During the two most recent fiscal years and the subsequent interim
period through August 26, 2002, neither the Company nor anyone on its
behalf has consulted with KPMG LLP regarding: (i) either the application of
accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the
Company's financial statements; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K,
or a reportable event, as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter, dated September 3, 2002, from Ernst & Young LLP to
the Securities and Exchange Commission regarding change in
certifying accountants.
SIGNATURES
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 hereunto duly authorized.
UICI
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(Registrant)
Date September 3, 2002 By /s/ Mark D. Hauptman
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Mark D. Hauptman
Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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16 Letter dated September 3, 2002 from Ernst & Young LLP to
the Securities and Exchange Commission regarding change in
certifying accountants