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WCG > SEC Filings for WCG > Form 8-K on 27-Mar-2013All Recent SEC Filings

Show all filings for WELLCARE HEALTH PLANS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WELLCARE HEALTH PLANS, INC.


27-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements and


Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2013, WellCare Health Plans, Inc. ("WellCare") received confirmation that Amendment #15 ("Amendment #15") to Contract No. 0654 ("Contract 0654") between the Georgia Department of Community Health ("DCH") and WellCare of Georgia, Inc. ("WCGA"), a wholly-owned subsidiary of WellCare, has been finalized.

Among other things, Amendment #15 sets forth the updated table of rates payable to WCGA under Contract 0654 effective July 1, 2012. WellCare has requested confidential treatment of this specific information. However, WellCare anticipates Amendment #15 will result in a net rate decrease under Contract 0654 of approximately 0.3%. In addition, Amendment #15 contains a release of DCH from liability for the underpayment of capitation rates caused by duplicate member enrollment records that occurred from January 1, 2006 through June 30, 2010.

The foregoing description does not purport to be a complete description of the parties' rights and obligations under Contract No. 0654 or Amendment #15. The above description is qualified in its entirety by reference to Contract No. 0654 and its amendments, including Amendment #15, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and which are incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

The information furnished in this Current Report on Form 8-K contains "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions are forward-looking statements. For example, WellCare's estimate of the overall rate decrease under Amendment #15 is a forward-looking statement. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare's actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the demographic mix of members in WCGA's plan.

Additional information concerning these and other important risks and uncertainties can be found under the captions "Forward-Looking Statements" and "Risk Factors" in WellCare's Annual Report on Form 10-K for the year ended December 31, 2012, and other subsequent filings by WellCare with the U.S. Securities and Exchange Commission, which contain discussions of WellCare's business and the various factors that may affect it. WellCare undertakes no duty to update these forward-looking statements to reflect any future events, developments, or otherwise.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

                                              INCORPORATED BY REFERENCE
Exhibit             Description             Form    Filing Date    Exhibit
 Number                                               With SEC     Number
  10.1   Amendment No. 12 to Contract 0654  8-K   January 5, 2012   10.1
         (Amended and Restated Contract
         0654) by and between the Georgia
         Department of Community Health
         and WellCare of Georgia, Inc.*
  10.2   Amendment No. 13 to Contract 0654  8-K   January 5, 2012   10.2
         by and between the Georgia
         Department of Community Health
         and WellCare of Georgia, Inc.*
  10.3   Amendment No. 14 to Contract 0654  10-Q  October 31, 2012  10.12
         by and between the Georgia
         Department of Community Health
         and WellCare of Georgia, Inc.


10.4 Amendment No. 15 to Contract Filed herewith 0654 by and between the Georgia Department of Community Health and WellCare of Georgia, Inc.*

*Portions of these exhibits have been omitted pursuant to a request for confidential treatment.


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