PacifiCare Health Systems Acquisition

​​​​​Last Updated: November 29, 2005

Information on the Acquisition of PacifiCare Health Systems, Inc., by UnitedHealth Group Incorporated, and the Acquisition of Control of American Medical Security Life Insurance Company

On July 8, 2005, UnitedHealth Group Incorporated, filed a statement regarding the acquisition of control of or merger with a domestic insurer pursuant to s. 611.72, Wis. Stat. The Wisconsin domestic insurer affected by this transaction is American Medical Security Life Insurance Company.

The plan of acquisition will be implemented through an Agreement and Plan of Merger dated as of July 6, 2005, by and among UnitedHealth Group Incorporated, Point Acquisition LLC, and PacifiCare Health Systems, Inc. Under the proposed plan of acquisition, each share of PacifiCare Health System, Inc.'s common stock issued and outstanding will be converted to the right to receive (i) $21.50 in cash and (ii) 1.10 shares of UnitedHealth Group Incorporated common stock. The consideration to be paid PacifiCare Health System, Inc.'s shareholders is not subject to adjustment.​

The plan of acquisition, along with all pertinent correspondence and statutorily required information, will be placed in this section of the OCI's Web site. As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The application is under review. The hearing date has yet to be determined, but once a hearing notice is issued, it will be posted promptly to this section of OCI's Eeb site. During the hearing, members of the public will have an opportunity to present their views on the plan of acquisition.​

Application Material Filed on July 8, 2005

• Transmittal Letter dated July 8, 2005
• Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer
• Exhibit 1 - Agreement and Plan of Merger dated as of July 6, 2005, by and among UnitedHealth Group Incorporated, Point Acquisition LLC, and PacifiCare Health Systems, Inc.
• Exhibit 2 - Current Organizational Chart of PacifiCare and its affiliates, including American Medical Security Life Insurance Company
• Exhibit 3 - Organizational Chart of UnitedHealth Group Incorporated and its affiliates following consummation of the Merger
• Exhibit 4 - Current Organizational Chart of UnitedHealth Group Incorporated and its affiliates
• Exhibit 5 - Directors and Executive Officers of UnitedHealth Group Incorporated and Point Acquisition LLC and their Business Addresses
• Exhibit 6 - Biographical Affidavits for Persons listed in Exhibit 5
• Exhibit 7(A) - Annual Report to the Shareholders of UnitedHealth Group Incorporated for the fiscal year ended December 31, 2000, including auditors' report
  • Exhibit 7(B) - Annual Report to the Shareholders of UnitedHealth Group Incorporated for the fiscal year ended December 31, 2001, including auditors' report
• Exhibit 7(C) - Annual Report to the Shareholders of UnitedHealth Group Incorporated for the fiscal year ended December 31, 2002, including auditors' report
  • Exhibit 7(D) - Annual Report to the Shareholders of UnitedHealth Group Incorporated for the fiscal year ended December 31, 2003, including auditors' report
• Exhibit 7(E) - Annual Report to the Shareholders of UnitedHealth Group Incorporated for the fiscal year ended December 31, 2004, including auditors' report
• Exhibit 8 - Form 10-Q of UnitedHealth Group Incorporated for the period ended March 31, 2005
• Transmittal letter for Supplemental Information pages of biographical affidavits dated July 8, 2005​

Application Material filed August 2, 2005

• Transmittal letter to Commissioner Gomez from Lisa R. Lange, Whyte Hirschboeck Dudek S.C., dated August 2, 2005
  • Summary of Senior Management Compensation Arrangements

Application Material filed August 9, 2005

• Transmittal letter dated August 9, 2005
• Exhibits to the Agreement and Plan of Merger dated as of July 6, 2005, by and among UnitedHealth Group Incorporated, Point Acquisition LLC, and PacifiCare Health Systems, Inc.
• Company Disclosure Letter to the Agreement and Plan of Merger dated as of July 6, 2005 by and among UnitedHealth Group Incorporated, Point Acquisition LLC, and PacifiCare Health Systems, Inc.
• Parent Disclosure Letter to the Agreement and Plan of Merger dated as of July 6, 2005 by and among UnitedHealth Group Incorporated, Point Acquisition LLC, and PacifiCare Health Systems, Inc.

Application Material - Questions & Answers

• UnitedHealth Group/PacifiCare Merger - Frequently Asked Questions

Application Material filed August 11, 2005

• E-mail to Steven J. Junior, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated August 11, 2005
• Form 10-Q of UnitedHealth Group Incorporated for the period ended June 30, 2005

Application Material filed August 12, 2005

• E-mail to Tim Vande Hey, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated August 12, 2005

OCI's request for information dated September 6, 2005

Application Material filed on September 14, 2005

• Letter to Tim Vande Hey, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated September 14, 2005
• Exhibit 1 - Excerpt from the Applicant's Form S-4, filed with the Securities and Exchange Commission on August 11, 2005
• Exhibit 5 - PacifiCare Health Systems, Inc. 2005 Equity Incentive Plan
• Exhibit 6a - Biographical Affidavit of Richard H. Anderson
• Exhibit 6b - Biographical Affidavit of Jeannine M. Rivet
• Exhibit 6d - Biographical Affidavit of LeRoy R. Dapper
• Exhibit 6e - Biographical Affidavit of John S. Penshorn
• Exhibit 6f - Biographical Affidavit of Robert J. Sheehy
• Exhibit 6g - Biographical Affidavit of Lois E. Quam
• Exhibit 6h - Biographical Affidavit of Anthony Welters
• Exhibit 6i - Biographical Affidavit of Tracy L. Bahl
• Exhibit 6j - Biographical Affidavit of William A. Munsell
• Exhibit 9 - Pages 1-50 of Form S-4 Registration Statement of UnitedHealth Group Incorporated as filed with the Securities and Exchange Commission on August 11, 2005
• Exhibit 9 - Pages 51-100 of Form S-4 Registration Statement of UnitedHealth Group Incorporated as filed with the Securities and Exchange Commission on August 11, 2005
• Exhibit 9 - Pages 101-150 of Form S-4 Registration Statement of UnitedHealth Group Incorporated as filed with the Securities and Exchange Commission on August 11, 2005
• Exhibit 9 - Pages 151-204 of Form S-4 Registration Statement of UnitedHealth Group Incorporated as filed with the Securities and Exchange Commission on August 11, 2005
  
• Exhibit 17 - First Restated Tax Sharing Agreement
• Exhibit 51 - Description of the Companies' Equity Option Plans
• Exhibit 61 - Attachment with Response to Question 61

Application Material filed September 20, 2005

• Supplemental Letter to Tim Vande Hey, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated September 20, 2005

Application Material filed September 22, 2005

• Revised Letter to Tim Vande Hey, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated September 14, 2005​

Application Material filed September 29, 2005

• Letter to Steven J. Junior, OCI, from Bruce G. Arnold, Whyte Hirschboeck Dudek S.C. dated September 29, 2005​ [Notation of Fact: Steven J. Junior is an Insurance Examiner Supervisor with the OCI, and not the Director of the Bureau of Financial Analysis & Examinations]
• Exhibits filed with letter dated September 29, 2005

Final Decision Dated November 9, 2005

• Final Decision Dated November 9, 2005