UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant |x|
Filed by a Party other than the Registrant | |
Check appropriate box:
| | Preliminary Proxy Statement
| | Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|x| Soliciting Material under Rule 14a-12
AMERICAN MEDICAL SECURITY GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Filed by: American Medical Security Group, Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: American Medical Security Group, Inc.
Commission File No. 1-13154
On October 28, 2004, American Medical Security Group, Inc. posted the following
letter on the company's intranet for employee communications and sent the letter
by e-mail to certain employees:
October 28, 2004
Dear AMS Employees:
As you might expect, we are beginning to have initial integration planning
discussions with PacifiCare. While implementation of merger plans must await
approval of the merger by our shareholders, as well as other regulatory and
customary approvals, the planning process is nevertheless appropriate and key to
the future success of the merger.
In light of that importance, I have asked Steve Snell to serve as our liaison
with PacifiCare and to coordinate the integration planning process for AMS. Over
the next several months, Steve will work closely with his counterpart at
PacifiCare to ensure that our interaction and planning is efficient and
ultimately successful.
As Vice President of Marketing Services, as a member of the Enhance Steering
Committee, and as a member of the Q2i Steering Committee, Steve has demonstrated
the necessary knowledge and management skills to tackle this important new
assignment.
He will continue to report to Executive Vice President of Operations, Tom
Zielinski, and he will also interact a great deal with me in this process.
Steve will undoubtedly touch every part of the organization in carrying out his
new assignment. I'm confident he'll be met with the fullest possible support as
we all work to maximize our exciting new partnership with PacifiCare.
Sam Miller
AMS President & CEO
PacifiCare Health Systems and American Medical Security Group and their
respective officers and directors may be deemed to be participants in the
solicitation of proxies from shareholders of American Medical Security Group,
Inc. with respect to the transactions contemplated by the merger agreement
between PacifiCare and American Medical Security Group. Information regarding
the companies' officers and directors is included in their respective definitive
proxy statements for their 2004 annual meetings of
stockholders filed with the Securities and Exchange Commission in April 2004.
These documents are available free of charge at the Securities and Exchange
Commission web site at www.sec.gov, from PacifiCare at pacificare.com and from
AMS at eAMS.com. Investors and security holders may obtain more detailed
information about who may be deemed participants in the solicitation of proxies
by reading the AMS proxy statement when it becomes available.
Furthermore, investors and security holders of American Medical Security Group
are urged to read American Medical Security Group's proxy statement regarding
the proposed merger when it becomes available. It will contain important
information about the merger and the transactions contemplated by the merger
agreement. Investors and securities holders of American Medical Security Group
may obtain a free copy of American Medical Security Group's proxy statement when
it is available and other documents filed with the Securities and Exchange
Commission at the Commission's web site at www.sec.gov. American Medical
Security Group's proxy statement and these other documents may also be obtained
for free from American Medical Security Group at eAMS.com in the "Investors"
section.