HealthMarkets, Inc. – ‘RW’ on 4/19/00

On:  Wednesday, 4/19/00, at 2:10pm ET   ·   Accession #:  950134-0-3495   ·   File #:  333-89713

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Request for Withdrawal of Registration Statement       1      7K 

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UICI                                                                            
================================================================================

April 19, 2000

TRANSMITTED VIA EDGAR                                                           

Division of Corporation Finance                                                 
Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         
Attn:    Ms. Mary K. Loving                                                     

Re:      UICI                                                 
Registration Statement on Form S-4          
File No. 333-89713                          

Dear Ms. Loving:                                                                

        On October 26, 1999, UICI filed its Registration Statement on Form S-4
(the "Amendment") for the purpose of registering shares of its common stock to  
be issued in the planned merger between UICI and HealthPlan Services Corporation
("HPS"). In December 1999, circumstances arose which caused the parties to delay
their merger. In February 2000, the parties signed an amended merger agreement, 
which provided for different merger consideration.                              

      The amended merger agreement, which was signed on February 18, 2000,
contemplated the acquisition by UICI of all outstanding common stock of HPS for 
convertible preferred securities valued at $8.75 per share or $120 million in   
the aggregate. The merger was subject to several conditions precedent including,
among other things, UICI's obtaining the consent of HPS' lenders. UICI has been 
unable to obtain the required consents and, accordingly, UICI and HPS have      
mutually agreed to terminate the merger agreement and the merger. UICI therefore
respectfully requests the withdrawal of its Registration Statement pursuant to  
Rule 477(a) under the Securities Act of 1933.                                   

 On April 19, 2000, UICI filed with the Commission on Form 8-K a
statement and press release explaining the decision to terminate the merger.    

Please direct any questions you may have on this request the  
undersigned at (972) 392-6719.                                                  

Thank you for your assistance.                                

               Very truly yours,

           Glenn W. Reed
                                  Executive Vice President and General
     Counsel

GWR:gwr                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘RW’ Filing		Date		Other Filings
Filed on:		4/19/00		8-K
		2/18/00		8-K
		10/26/99		S-4
				List all Filings