8-K/AAcquisitions & DispositionsExhibits & Filings

CENTENE CORP 8-K/A Report, Acquisition Completed (Feb 17, 2005)

Filed February 17, 2005For Securities:CNC

Summary

Centene Corporation (CNC) has filed an Amendment to its Current Report on Form 8-K, originally dated December 7, 2004. This amendment primarily serves to provide the required financial statements and pro forma information related to the acquisition of FirstGuard, Inc. and FirstGuard Health Plan, Inc. (collectively referred to as FirstGuard). Investors should note that this filing is a supplement to the initial report announcing the completion of the acquisition, with the main purpose being the inclusion of detailed financial data. The amendment includes the audited combined financial statements for FirstGuard for the years ended December 31, 2003 and 2002, as well as unaudited combined financial statements for the nine months ended September 30, 2004. Additionally, unaudited pro forma condensed financial statements combining Centene Corporation and FirstGuard are provided. This information is crucial for investors to assess the financial impact and integration of the FirstGuard acquisition into Centene's operations.

Key Highlights

  • 1Amendment to a previous Form 8-K filing regarding the acquisition of FirstGuard, Inc. and FirstGuard Health Plan, Inc.
  • 2Purpose of the amendment is to file required financial statements and pro forma information for the acquired entity.
  • 3Includes audited combined financial statements for FirstGuard for fiscal years 2003 and 2002.
  • 4Includes unaudited combined financial statements for FirstGuard for the first nine months of 2004.
  • 5Provides unaudited pro forma condensed financial statements reflecting the combined entity of Centene and FirstGuard.
  • 6These financial disclosures are essential for evaluating the financial impact of the acquisition.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K. Its primary purpose is to provide the necessary financial statements of the acquired company, FirstGuard, Inc. and FirstGuard Health Plan, Inc., and pro forma financial information for the combined Centene Corporation and FirstGuard, as required by SEC regulations following an acquisition.

This amendment includes the audited combined financial statements for FirstGuard for the years ended December 31, 2003 and 2002, and unaudited combined financial statements for the nine months ended September 30, 2004. It also contains unaudited pro forma condensed financial statements that present the combined financial position and results of operations of Centene and FirstGuard.

The original report on Form 8-K concerning the completion of the acquisition of FirstGuard was filed on December 7, 2004.

The detailed financial statements of FirstGuard are provided as exhibits (99.1 and 99.2) to this Form 8-K/A filing.