Centene Corp - Current report filing (8-K)
July 02 2008 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 1, 2008
CENTENE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-31826
(Commission file
number)
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42-1406317
(IRS
Employer Identification No.)
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7711 Carondelet Avenue, St.
Louis, Missouri 63105
(Address of principal executive
office and zip code)
Registrant’s telephone number,
including area code: (314) 725-4477
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 2.03 CREATION OF A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF
A REGISTRANT
On July 1, 2008, in
connection with our acquisition of Celtic Insurance Company and to fund a
portion of the purchase price, we borrowed $60 million from our $300
million revolving credit agreement with various financial institutions. As
of July 1, 2008, we have $80 million of borrowings outstanding under the
revolving credit agreement. The borrowed funds may be repaid at any time
before the expiration date of the credit agreement, which is September 14,
2011. For a description of the material terms of our revolving credit
agreement, see the Form 10-Q filed with the Securities and Exchange Commission
on October 25, 2004, as well as the amendments filed with the Securities and
Exchange Commission on Form 10-Q on October 25, 2005, Form 10-K on February 24,
2006, Form 10-Q on July 25, 2006, Form 10-Q on October 24, 2006, and Form 10-K
on February 25, 2008, which are incorporated by reference herein.
ITEM 7.01 REGULATION FD
DISCLOSURE
On July
1 2008, the Company completed its acquisition of Celtic Insurance
Company.
The full
text of the related press release is included as Exhibit 99.1 to this
report. The information contained in the website cited in the press release is
not a part of this report.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits
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Exhibit
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Number
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Description
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99.1
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Press
release of Centene Corporation issued July 2,
2008.
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Signature
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.
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CENTENE
CORPORATION
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Date:
July 2, 2008
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By:
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/s/ Keith H. Williamson
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Keith
H. Williamson
Senior Vice
President, Corporate Secretary and General
Counsel
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Press
release of Centene Corporation issued July 2,
2008.
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