HealthMarkets, Inc.

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HealthMarkets, Inc.

9151 Grapevine Highway
North Richland Hills, Texas 76180-5605
Telephone: (817) 255-5200
Fax: (817) 255-5390
Web site:

Private Company
Incorporated: 1982 as United Insurance Companies, Inc.
Employees: 2,700
Sales: $2.12 billion (2005 est.)
NAIC: 524114 Direct Health and Medical Insurance Carriers; 524126 Direct Property and Casualty Insurance Carriers; 551112 Offices of Other Holding Companies

HealthMarkets Inc., formerly known as UICI, is a provider of health and life insurance plans to individuals, families, students, the self-employed, and small businesses. Through three subsidiariesThe Mega Life and Health Insurance Company, Mid-West National Life Insurance Company of Tennessee, and the Chesapeake Life Insurance Companythe company offers an array of health insurance plans for individuals, the self-employed, small businesses, students, as well as supplemental plans for part-time and hourly workers. HealthMarkets also provides life insurance and reinsurance programs. Formerly a public company, in April 2005 it was taken private by a group of private equity investors, including the Blackstone Group, Goldman Sachs Capital Partners, and DLJ Merchant Banking Partners.


Ronald L. Jensen founded the company as United Insurance Companies, Inc., in 1983. Previously, Jensen had served for 22 years as the chairman and president of another insurance company, Life Investors. In 1981 Jensen sold a controlling interest in that business to AE-GON N.V., a Dutch holding company. Although this transaction made Jensen a wealthy man, he continued to look for new professional challenges. He soon hit on the idea of selling insurance to specific niche groups that other insurers tended to overlook.

With this goal in mind, Jensen launched United Insurance. He also took over United Group Association (UGA), a small insurance agency that was essentially bankrupt, according to Investors Business Daily. Although UGA became a wholly owned subsidiary of United Insurance, the two maintained separate corporate structures, and Jensen retained his closely held ownership stake in UGA. Rekindling his relationship with AEGON, Jensen devised an arrangement whereby UGA would sell insurance policies issued by the Dutch company. United Insurances role would then be to coinsure UGAs operations. In fact, for the first three years of its existence, this was United Insurances only business.

As a result, United Insurance did not underwrite or even administer the policies it sold. Instead, through its UGA subsidiary, it concentrated on marketing health and life insurance policies to a particular group of consumersself-employed workers who, because they did not receive insurance through their employers (as most Americans did), had to purchase their own policies. This market was virtually untapped and offered United Insurance considerable opportunities. With more than seven million consumers classified as self-employed (defined as any person who ran a business with ten or fewer employees), United Insurance had a significant pool from which to draw. Within any industry there are niches that companies can capitalize on, Jensen told the Dallas Business Courier. The secret is in picking out the niche. The company built a network of agents who sold policies face-to-face and were paid on a commission basis. United Insurance grew quickly, with its earnings rising from $13.2 million in 1984 to $30.1 million in 1985.

To reach its target market, United Insurance cultivated a strong relationship with the National Network for the Self-Employed (NNSE), an organization representing the interests of self-employed workers nationwide. In a major boost to United Insurance, NNSE endorsed United Insurance as its preferred accident and health insurance provider. In return, United Insurance agents encouraged membership in NNSE while selling policies. This alliance was crucial to United Insurances success. Nearly 90,000 consumers belonged to NNSE, and the organizations public endorsement of the insurance company led to the vast majority of sales for United Insurance, according to the Dallas Business Courier.


In 1986 Jensen opted to take United Insurance public to expand the scope of the companys operations. Jensens primary goals in the initial public stock offering were to put his company in a more secure financial position and to allow it to assume greater control over its operations. Instead of relying on AEGON to provide most of the services associated with United Insurances business (and having to pay it to provide them), Jensen planned to acquire a company that could itself administer and service the policies his affiliates sold. Because such an acquisition would be costly, Jensen hoped to use the capital raised from the stock sale to fund his purchase. The offering was a success, raising about $16 million. Later in the year, United Insurance acquired the Oklahoma-based Mark Twain Life Insurance Corporation. Mark Twain not only afforded United Insurance with an ample administrative base, so that that company might one day undertake its own underwriting, but it also broadened United Insurances reach. With the acquisition, United Insurance became licensed to sell insurance in 27 additional states.

Following United Insurances success in reaching the self-employed, the company expanded its nicheoriented strategy to include a new group in 1987, when it purchased Keystone Life Insurance Company. Keystone was a leading provider of student health, accident, and life insurance. Through Keystone, United Insurance launched its Student Insurance Division (SID) and entered the student insurance market, selling group student health programs to colleges and universities. Just as United Insurance had nurtured its relationship with NNSE, the company used its sales force to build alliances on campuses. During its first year, SID experienced massive losses, and many analysts expected that United Insurance would quickly shed its latest subsidiary. Nevertheless, Jensen stayed the course, a decision that ultimately paid dividends for the company.


We believe that health care shouldnt come with a price tag that 45 million Americans cannot afford. At HealthMarkets, we are wholly committed to keeping affordable insurance a part of the American dream. We accomplish it in two key ways:

First, our insurance plans bring the power of the consumer marketplace back to health care, where it has been missing for decades. We call this approach Consumer Guided Health Insurance and it allows our customers have more control over their own spending decisions so they can choose better value in their health care and avoid out-of-pocket costs. For instance, were the first company to let customers actually see and compare relative cost information along with quality information for different doctors and hospitals for the same services in each ZIP code.

Second, our products serve a wide variety of markets because of the varying needs, geographic locations and economic circumstances of the people who depend on us each day. These include: Life Insurance; Reinsurance. At HealthMarkets, our companyalong with our dedicated agents and broker network nationwideis proud to lead the fight to keep affordable insurance a part of the American dream.

By 1989 United Insurances total assets were valued at $244.6 million, while its net income was $32.8 million. Moreover, the company continued to add to its portfolio of subsidiaries in the late 1980s and early 1990s. As it had in the past, United Insurance expanded vertically within its selected niche markets. By far the most important of these acquisitions occurred in 1988, when United Insurance purchased Orange State Life Insurance, a Florida company specializing in small group insurance. United Insurance renamed its new subsidiary The MEGA Life and Health Insurance Co., and within a few short years, MEGA came to generate a substantial portion of United Insurances business. In the early 1990s, United Insurance also purchased Chesapeake Life Insurance Company and Mid-West National Life Insurance Co.


United Insurances landscape changed suddenly and dramatically in 1992, when then Arkansas Governor Bill Clinton campaigned for and won the presidency in large part by virtue of his vow to reform the U.S. healthcare system. United Insurance, which was almost wholly dependent on the health insurance market, felt quite threatened by the sorts of changes under discussion. (In 1992 alone, nearly 80 percent of United Insurances revenues was derived from its health insurance operations, 68 percent from the Self-Employed Agency Division, and an additional 10 percent from the SID. Earnings from purchased blocks of life insurance represented the remainder of the companys income.) With its core assets jeopardized by proposed healthcare legislation, United Insurance looked for ways to safeguard itself. It decided that the best strategy would be for the company rapidly to diversify itself outside the healthcare sector. As Jensen would explain later in an annual report, UICI made a very important choice at that time to purchase companies that could offer employment opportunities for its employees in the event [Clinton] was successful [in dramatically revamping the U.S. healthcare system].

To implement this new approach, United Insurance ventured into the credit card business in 1992 when it purchased two small insurance agencies that issued credit cards to those who could not otherwise obtain them because of bad credit reports or a lack of credit history. To jump-start its new business, United Insurance initially began issuing cards to everyone who purchased its life insurance policies. After a shaky beginning in 1992, when the new credit card division lost $134,000, it struggled even more significantly in 1993, losing more than $4.2 million. After this debacle, United Insurance decided to de-link the issuance of credit cards from the sale of life insurance policies and began to promote the cards in their own right, particularly through a cable television advertising campaign. The company had reason for optimism. Despite the losses suffered by the credit card division, United Insurances assets had risen to $814.8 million, and its net income to $32.8 million, by the close of 1993.

United Insurances diversification program did not end with the launch of its credit card division. In 1995 it branched out into the fledgling but booming field of providing administrative services to healthcare insurers when it acquired a 51 percent stake in Insurdata (United Insurance purchased the remaining 49 percent of Insurdata in 1997). This Irving, Texas-based company had experience with the clerical aspects of healthcaredata entry, filing, and copyingand allowed United Insurance to provide these services at a lower cost to insurers seeking to outsource these time-consuming and labor-intensive tasks. Insurdata also took over the processing of United Insurances own student insurance division. Insurdatas other clients included preferred provider organizations (PPOs), managed care organizations, assorted insurance carriers, Blue Cross/Blue Shield organizations, and third-party administrators.


Ronald Jensen launches United Insurance Companies Inc.
Company makes its initial public offering of stock.
The student insurance business is launched.
Company buys Orange State Life Insurance Company.
Credit card business is established.
Diversification efforts begin.
Company shortens its name to UICI.
UICI enters student loan business; acquires National Motor Club of America.
UICI refocuses on insurance.
UICI sells United CreditServ card business for $134 million.
UICI acquires HealthMarket, Inc.
UICI chairman and founder Ronald Jensen dies in automobile accident.
UICI is taken private by investors and is renamed HealthMarkets, Inc.

The year 1996 brought even more changes to United Insurance. To signify its broad range of services, and to emphasize the fact that it was no longer exclusively an insurance provider, the company changed its name to UICI. The company continued to expand into new spheres that year as well when it acquired AMLI Realty Company, a 20 percent owner of AMLI Commercial Properties.

Despite its many forays into new arenas, however, UICI had not abandoned its lucrative and substantial insurance operations. In 1996 UICI acquired PLF Life Insurance Companys Health Administration Offices, which had underwritten and serviced most of UGAs health insurance business. By purchasing this independent insurance agency, UICI gained the opportunity to underwrite more of its policies. In fact, The MEGA Life Insurance announced in April 1996 that it would begin issuing policies directly, rather than through AEGON, as it had done in the past. Moreover, Jensen sold his 100 percent ownership of UGA to UICI in 1996, bringing that company entirely within the UICI fold and allowing UICI total control over its most important sales and marketing arm. In addition, SID had become the largest provider of student health insurance in the United States by the mid-1990s. Buoyed by these successes, UICIs assets totaled $1.32 billion in 1996, and its net income grew to $69.2 million.


UICI made perhaps its boldest move in June 1997, when it acquired the Hyannis, Massachusetts-based Education Finance Group (EFG), and thereby expanded into the complex realm of student loans. Founded in 1992, EFG was firmly rooted in the business. Its loan volume in 1996 had exceeded $350 million, and it offered an array of student loan products and services, including federally funded loans. UICIs strategy was logical. The company had gained access to many college and university administrators through its years of marketing student healthcare. The company could use these contacts to grow its new loan business.

Four months after completing its acquisition of EFG, UICI announced its purchase of EduServ Technologies, Inc., which UICI planned to fold into its EFG division. Like many of UICIs prior ventures, EduServ conformed to its desire to target niche markets. EduServ had built its business by servicing school-based loan initiatives (such as the Perkins Program)institutional loan programs administered directly through schools. In December 1997, UICI added another subsidiary to its EFG division when it bought Educational Loan Administration Group, Inc. (ELA), which also limited itself to specialized services. ELA focused on offering loans directly to parents who wished to finance their childrens education.

In addition to launching its student loan venture, UICI continued to develop its credit card services. Following a stellar year for the division in 1996, in which it earned $15.1 million and increased its credit card portfolios 44 percent, UICI opened its own credit card bank, United Credit National Bank. In this way, UICI furthered its trend toward self-sufficiency. With the bank, the credit card division was no longer dependent on third-party banks to finance its operations. To increase demand for its cards, UICI committed to more television advertising, as well as a substantial direct marketing effort. Also in 1997, UICI acquired National Motor Club of America, Inc., a provider of motor club services to drivers. By years end, UICIs assets totaled more than $1.5 billion, and net income had risen to another record high$86.5 million.

REFOCUSING: 19982000

Just when it seemed that UICIs prolonged efforts to reduce dependence on its healthcare holdings had succeeded, the company was undermined by a difficult financial year in 1998 that caused its stock prices to plummet. Although the companys assets remained high at $2.47 billion, its net income plunged to a level below that of 1996$58.8 million. Shocked by the downturn, Jensen stepped down as president and chief executive officer, although he remained intimately involved in the company as its chairman. He was replaced by Greg Mutz. After so many years of refocusing on new operations, UICI found that its health insurance business was still essential to the companys viability, a fact that proved problematic in 1998 when both the selfemployed and student insurance divisions (long the top earners for UICI) reported significant losses. New business in the companys self-employed insurance sector dropped about 22 percent, while earnings in the student insurance division plummeted 14 percent. Company officials pledged to refocus on the insurance business, especially on the struggling self-employed area.

By recommitting to its insurance operations, however, UICI did not intend to abandon its financial services divisions. UICI did shed some of its less successful ventures, including several small companies in its healthcare administration sector. Nonetheless, the company remained fully supportive of EFG, which had experienced considerable losses in 1998 as well. UICI refinanced a portion of EFGs loans in an effort to stabilize the division and continued to focus on expanding it. Ranked the nations fastest-growing student loan lender, EFG had a great deal of potential. In 1999 EFG acquired AMS Investment Group, Inc., which held the distinction of being the largest provider of tuition payment plans in the United States. Early in 2000, UICI restructured EFGs management in a further effort to position it for growth and profitability. In a similar fashion, UICI reorganized the management of its credit card division (christened United CreditServ in 1999), which had reported losses in 1999.

UICI also continued to expand its successful healthcare administration programs. In January 2000, the company announced the merger of Insurdata and, a leading online insurance marketer. Since Insurdata had emerged as one of the nations leading providers of healthcare administration software, the combined entitywhich would adopt the monikerwas poised to become one of the largest players in web-related health insurance space.


To position itself for future growth, in August 2000, UICI liquidated its money losing United CreditServ card business to an undisclosed international financial services company for about $134 million and sold 97 percent of its interest in NMC Holdings. The sale of the credit card business involved substantially all of United CreditServs noncash assets, including the units credit card receivables portfolios and its Sioux Falls, South Dakota, servicing operations.

In 2002, UICI acquired Star, a Phoenix, Arizonabased provider of affordable benefits to hourly employees. In November 2003, the company sold its Academic Management Services Corporation to the SLM Corporation, better known as Sallie Mae, the largest provider of student loans. The sale came four months after UICI said that it had discovered insufficient collateral in two of three Academic Management student loan units and after the president of the unit was put on leave. UICI also sold its 47 percent interest in HealthAxis, a developer of healthcare payer systems.

In October 2004, UICIs wholly owned insurance subsidiary, The Mega Life and Health Insurance Company, acquired HealthMarket, Inc., a Norwalk, Connecticut-based provider of consumer driven health plans to small businesses. At the time, HealthMarket had an enrollment of 2,400 companies in its various consumer driven health plans with approximately 38,000 members. With HealthMarkets high level of customer satisfaction, as evidenced by its strong rate of renewals, UICI believed the acquisition would better position it as a consumer friendly company as well as a leader in both the individual and small employer group marketplaces.

In 2005, UICI used the newly acquired Health Market acquisition to introduce a new suite of consumer driven health plans for the individual and selfemployed market. The plans included a point-ofenrollment benefit option, which allowed consumers to increase or decrease their deductibles and coinsurance. The plans additionally encouraged a greater consumer role in health decisions, assured payment levels for each service regardless of where consumers sought care, and provided web site tolls for comparing provider costs and quality. The company also introduced new plans for small businesses with 2 to 50 employees. The plans enabled consumers to comparison shop for doctors and hospitals before making appointments using web based tools. The array of new plans for individuals and small businesses were made available through The Mega Life and Health Insurance subsidiary.


In September 2005, UICI chairman and founder Ronald Jensen was killed in an automobile accident. In that same month, UICI announced that its board of directors had unanimously approved a buyout offer from a group of private equity firms led by the Blackstone Group in a cash merger valued at $37 per share. The equity consortium, including Goldman Sachs Capital Partners and DLJ Merchant Banking Partners, offered to invest more than $1 billion of equity in the transaction. UICIs management, employees, and agents committed to investing over $125 million. Members of the Jensen family, owners of 28 percent of UICIs stock, supported the buy out. By the end of fiscal 2005, UICI reported revenues and income of $2.12 billion and $203 million respectively, 0compared with 2004 revenues and income of $2.07 billion and $145.9 million. The companys strong showing stemmed primarily improved operating results at both its Self-Employed Agency and Student Insurance divisions.

In April 2006, UICI completed its merger providing for the acquisition of the company by affiliates of the private equity consortium. UICI then changed its name to HealthMarkets to reflect the companys efforts to empower the consumer to make wise healthcare decisions. In July of the same year, Steven J. Shulman was named chairman of the companys board of directors. Shulman came from Magellan Health Services Inc., a manager of behavioral health and radiology benefits, where he was chairman and chief executive officer. With the company under new ownership and management, HealthMarkets reached agreement in October to sell the assets of its Student Resources unit to UnitedHealth Group to better focus on its core strengths in the individual, self-employed, and small business markets. With all of these maneuvers, Health-Markets hoped to position itself for continued strong growth.

Rebecca Stanfel
Updated, Bruce P. Montgomery


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