-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0I+nreunYTOqQsEUrtL/KvVH437KBO1PrTlwcLGqDiNzZCi8pvU2RV7QXqngbv+ W4PcHwFiwRF53TS03CpfUQ== 0000912057-97-006436.txt : 19970223 0000912057-97-006436.hdr.sgml : 19970223 ACCESSION NUMBER: 0000912057-97-006436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970214 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970221 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: N T HOLDINGS INC CENTRAL INDEX KEY: 0001027974 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954591529 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21949 FILM NUMBER: 97540871 BUSINESS ADDRESS: STREET 1: 5995 PLAZA DRIVE CITY: CYPRESS STATE: CA ZIP: 90630 BUSINESS PHONE: 7149521121 MAIL ADDRESS: STREET 1: 5995 PLAZA DRIVE CITY: CYPRESS STATE: CA ZIP: 90630 8-K 1 8-K 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): February 14, 1997 PACIFICARE HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-21949 95-4591529 (Commission File No.) (IRS Employer Identification No.) 5995 PLAZA DRIVE CYPRESS, CA 90630-5028 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (714) 952-1121 N-T HOLDINGS, INC. (Former name or former address if changed since last report) ---------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On February 14, 1997, pursuant to an Amended and Restated Agreement and Plan of Reorganization dated as of November 11, 1996 (the "Agreement"), among PacifiCare Health Systems, Inc., formerly named N-T Holdings, Inc., a Delaware corporation ("PacifiCare Holding"), PacifiCare Operations, Inc., formerly named PacifiCare Health Systems, Inc., a Delaware corporation ("PacifiCare"), FHP International Corporation, a Delaware corporation ("FHP"), Neptune Merger Corp., a Delaware corporation and a wholly-owned subsidiary of PacifiCare Holding ("PacifiCare Merger Sub"), and Tree Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of PacifiCare Holding ("FHP Merger Sub"), PacifiCare Merger Sub merged with and into PacifiCare (the "PacifiCare Merger") and FHP Merger Sub merged with and into FHP (the "FHP Merger"). The PacifiCare Merger and the FHP Merger shall together be referred to herein as the "Mergers." The purpose of the Mergers was, among other things, to provide for an acquisition transaction involving PacifiCare and FHP. The Mergers became effective at the time of filing of Certificates of Merger with the Delaware Secretary of State on February 14, 1997 (the "Effective Time"). At the Effective Time: (a) FHP Merger Sub and PacifiCare Merger Sub ceased to exist; (b) FHP, as the surviving corporation in the FHP Merger, and PacifiCare, as the surviving corporation in the PacifiCare Merger, became wholly-owned subsidiaries of PacifiCare Holding; and (c) the name of PacifiCare Holding was changed from "N-T Holdings, Inc." to "PacifiCare Health Systems, Inc.," while the name of PacifiCare was changed from "PacifiCare Health Systems, Inc." to "PacifiCare Operations, Inc." Additionally, at the Effective Time, pursuant to Section 1.5 of the Agreement, the following share conversions took place: (a) each outstanding share of the Class A Common Stock, par value $0.01 per share, of PacifiCare was exchanged for one share of the Class A Common Stock, par value $0.01 per share, of PacifiCare Holding (the "PacifiCare Holding Class A Common"); (b) each outstanding share of the Class B Common Stock, par value $0.01 per share, of PacifiCare was exchanged for one share of the Class B Common Stock, par value $0.01 per share, of PacifiCare Holding (the "PacifiCare Holding Class B Common"); (c) each outstanding share of the Common Stock, par value $0.05 per share, of FHP (the "FHP Common Stock") was exchanged for $17.50 in cash, 0.056 shares of PacifiCare Holding Class A Common and 0.176 shares of PacifiCare Holding Class B Common; and (d) each outstanding share of the Series A Cumulative Convertible Preferred Stock, par value $0.05 per share, of FHP (the "FHP Preferred Stock") was exchanged for $14.113 in cash and 0.50 shares of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, of PacifiCare Holding (the "PacifiCare Holding Preferred"). Further, as soon after the Effective Time as legally permitted, former holders of FHP Common Stock and of FHP Preferred Stock will receive rights (the "Talbert Rights") to acquire common stock of Talbert Medical Management Holdings Corporation ("TMMHC"). Present expectations are that the offering of the Talbert Rights will commence in April 1997, shortly after TMMHC's audited 1996 financial results become available. The principles determining the conversion of shares pursuant to the effectuation of the Mergers are set forth in the subsection entitled "Merger Consideration" in the section entitled "The Mergers and Related Transactions" of the prospectus filed by PacifiCare Holding with the Securities and Exchange Commission on November 26, 1996 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended (the "Prospectus"). Such information 2. set forth in such subsection is incorporated herein by reference. An explanation of the Talbert Rights and the offering of such Rights is set forth in the section entitled "The Offering" of the prospectus included in the Registration Statement on Form S-1 (No. 333-17679), as amended, filed by TMMHC, most recently filed on January 31, 1997 (the "Talbert S-1"). Such information set forth in such section is incorporated herein by reference. To finance the Mergers in part, PacifiCare Holding borrowed funds from a syndicate of financial institutions agented by Bank of America National Trust and Savings Association, as set forth in the subsection entitled "Financing of FHP Merger Consideration" of the section entitled "The Mergers and Related Transactions" of the Prospectus. Such information set forth in such subsection is incorporated herein by reference. The number of shares of PacifiCare Holding Class A Common, PacifiCare Holding Class B Common and PacifiCare Holding Preferred issued in the FHP Merger was approximately 2,337,000, 7,346,000, and 10,517,000, respectively. The aggregate amount of cash paid to former holders of FHP Common Stock and FHP Preferred Stock in the FHP Merger was approximately $1,027,000,000. The number of shares of PacifiCare Holding Class A Common and PacifiCare Holding Class B Common issued in the PacifiCare Merger was approximately 12,385,000 and 18,931,000, respectively. The Mergers are intended to be tax-free transactions under the Internal Revenue Code of 1986, as amended, and will be accounted for as a purchase. A copy of the press release announcing the consummation of the Mergers is filed herewith as Exhibit 99.01. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of the Businesses Acquired To be filed by amendment within sixty days of the date of filing of this Form 8-K. (b) Pro Forma Financial Information To be filed by amendment within sixty days of the date of filing of this Form 8-K. (c) Exhibits Exhibit No. Description 2.01 Amended and Restated Agreement and Plan of Reorganization, dated as of November 11, 1996, among N-T Holdings, Inc., a Delaware corporation, PacifiCare Health Systems, Inc., a Delaware corporation, FHP International Corporation, a Delaware corporation, Neptune Acquisition Corp., a Delaware corporation, and Tree Acquisition Corp., a Delaware corporation. Incorporated by reference herein from Appendix A of the Prospectus. 3. 2.02 The subsection entitled "Merger Consideration" of the section entitled "The Mergers and Related Transactions" of the Prospectus and the subsection entitled "Financing of FHP Merger Consideration" of the section entitled "The Mergers and Related Transactions" of the Prospectus. Incorporated by reference herein from the Prospectus. 2.03 The section entitled "The Offering" of the prospectus included in the Talbert S-1. Incorporated by reference herein from the Talbert S-1. 4.01 Form of Specimen Certificate for PacifiCare Holding's Class A Common Stock. (Replaces Exhibit 4.01 of the Form S-4 Registration Statement (No. 333-16271) filed by PacifiCare Holding on November 18, 1996 (the "PacifiCare Holding S-4").) 4.02 Form of Specimen Certificate for PacifiCare Holding's Class B Common Stock. (Replaces Exhibit 4.02 of the PacifiCare Holding S-4.) 4.03 Form of Specimen Certificate for PacifiCare Holding's Series A Cumulative Convertible Preferred Stock. (Replaces Exhibit 4.03 of the PacifiCare Holding S-4.) 99.01 Press Release of February 14, 1997. 4. SIGNATURES 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. PACIFICARE HEALTH SYSTEMS, INC. Dated: February 14, 1997 By: /s/ Alan R. Hoops ----------------------------------------- Alan R. Hoops President and Chief Executive Officer 5. EXHIBIT INDEX Exhibit No. Description of Exhibits 2.01 Amended and Restated Agreement and Plan of Reorganization, dated as of November 11, 1996, among N-T Holdings, Inc., a Delaware corporation, PacifiCare Health Systems, Inc., a Delaware corporation, FHP International Corporation, a Delaware corporation, Neptune Acquisition Corp., a Delaware corporation, and Tree Acquisition Corp., a Delaware corporation. Incorporated by reference herein from Appendix A of the prospectus filed by PacifiCare Holding with the Securities and Exchange Commission on November 26, 1996 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended (the "Prospectus"). 2.02 The subsection entitled "Merger Consideration" of the section entitled "The Mergers and Related Transactions" of the Prospectus and the subsection entitled "Financing of FHP Merger Consideration" of the section entitled "The Mergers and Related Transactions" of the Prospectus. Incorporated by reference herein from the Prospectus. 2.03 The section entitled "The Offering" of the prospectus included in the Registration Statement on Form S-1 (No. 333-17679), as amended, filed by Talbert Medical Management Holdings Corporation, most recently filed on January 31, 1997 (the "Talbert S-1"). Incorporated by reference herein from the Talbert S-1. 4.01 Form of Specimen Certificate for PacifiCare Holding's Class A Common Stock. (Replaces Exhibit 4.01 of the Form S-4 Registration Statement (No. 333-16271) filed by PacifiCare Holding on November 18, 1997 (the "PacifiCare Holding S-4").) 4.02 Form of Specimen Certificate for PacifiCare Holding's Class B Common Stock. (Replaces Exhibit 4.02 of the PacifiCare Holding S-4.) 4.03 Form of Specimen Certificate for PacifiCare Holding's Series A Cumulative Convertible Preferred Stock. (Replaces Exhibit 4.03 of the PacifiCare Holding S-4.) 99.01 Press Release of February 14, 1997. 6. EX-4.01 2 EXHIBIT 4.01 CLASS A COMMON STOCK CLASS A COMMON STOCK NUMBER SHARES [PacifiCare Health Systems, Inc. Logo] Incorporated under the Laws of the State of Delaware THIS CERTIFICATE IS SEE REVERSE FOR TRANSFERABLE IN THE CERTAIN DEFINITIONS CITIES OF LOS ANGELES, RIDGEFIELD PARK OR NEW YORK This Certifies that CUSIP 695112 10 2 is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $.01 PAR VALUE, OF PacifiCare Health Systems, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated /s/ Joseph S. Konowiecki /s/ Alan Hoops SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER PACIFICARE HEALTH SYSTEMS, INC. CORPORATE SEAL AUGUST 2, 1996 DELAWARE COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE The Corporation shall furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT--....Custodian...... TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors of survivorship and not as Act.......................... tenants in common (State) UNIF TRF MIN ACT--.Custodian(until age..) .......under Uniform Transfers (Minor) to Minors Act................ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto --------------------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------ of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ---------------------------------------------------------------------- to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises. Dated ----------------- X -------------------------------------------------------------- X -------------------------------------------------------------- NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By: ---------------------------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EX-4.02 3 EXHIBIT 4.02 CLASS B COMMON STOCK CLASS B COMMON STOCK NUMBER SHARES [PacifiCare Health Systems, Inc. Logo] Incorporated under the Laws of the State of Delaware THIS CERTIFICATE IS SEE REVERSE FOR TRANSFERABLE IN THE CERTAIN DEFINITIONS CITIES OF LOS ANGELES, RIDGEFIELD PARK OR NEW YORK This Certifies that CUSIP 695112 20 1 is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK, $.01 PAR VALUE, OF PacifiCare Health Systems, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated /s/ Joseph S. Konowiecki /s/ Alan Hoops SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER PACIFICARE HEALTH SYSTEMS, INC. CORPORATE SEAL AUGUST 2, 1996 DELAWARE COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE THE CLASS B COMMON STOCK HAS NO VOTING RIGHTS EXCEPT AS PROVIDED IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED OR AS REQUIRED BY LAW. The Corporation shall furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT --........Custodian........ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with under Uniform Gifts to Minors right of survivorship and not as tenants in common Act.......................... (State) UNIF TRF MIN ACT -- .......Custodian (until age......) ..............under Uniform Transfers (Minor) to Minors Act.................... (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto ---------------------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ----------------------------------------------------------------------- to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises. Dated -------------------- X -------------------------------------------------------------- X -------------------------------------------------------------- NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EX-4.03 4 EXHIBIT 4.03 EXHIBIT 4.03 PREFERRED STOCK PREFERRED STOCK NUMBER SHARES [PacifiCare Health Systems, Inc. Logo] Incorporated under the Laws of the State of Delaware THIS CERTIFICATE IS SEE REVERSE FOR TRANSFERABLE IN THE CERTAIN DEFINITIONS CITIES OF LOS ANGELES, RIDGEFIELD PARK OR NEW YORK This Certifies that CUSIP 695112 30 0 is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE, OF PacifiCare Health Systems, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated /s/ Joseph S. Konowiecki /s/ Alan Hoops SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER PACIFICARE HEALTH SYSTEMS, INC. CORPORATE SEAL AUGUST 2, 1996 DELAWARE COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE The Corporation will furnish to any shareholder upon request and without charge a statement of the powers, designations, preferences, limitations and relative, participating, optional or other special rights of the shares of each class of stock or series thereof authorized to be issued and the qualifications, limitations or restrictions of such preferences and rights, and with respect to the preferred stock, the variations in the relative powers, rights and preferences, and the qualifications, limitations or restrictions thereof, between the shares of each series of the preferred stock so far as the same have been fixed and determined pursuant to the authority of the Board of Directors. CONVERSION NOTICE To convert all of the shares represented by this Certificate FOR check the box: / / CONVERSION To convert only a part of the shares represented by this USE Certificate state the shares to be converted: _______ The ONLY undersigned hereby irrevocably elects to convert the number of shares indicated above of the Series A Cumulative Convertible Preferred Stock represented by this Certificate into shares of the Class B Common Stock of the corporation (as such shares may be constitute on the conversion date) in accordance with the provisions of the Certificate of Incorporation, and directs that the shares deliverable upon the conversion be registered in the names of the undersigned and delivered together with a check as payment for any fractional share and a certificate representing any shares of Series A Cumulative Convertible Preferred Stock not converted to the undersigned unless a different name(s) has been indicated in the assignment form on this Certificate or in an assignment on any other permitted form which accompanies this Conversion Notice. Dated: FILL IN FOR REGISTRATION OF SHARES ______________________________ Signature ___________________________ Signature Guaranteed By: Name ___________________________ ______________________________ Address NOTICE: The signature in this ___________________________ Conversion Notice must Please print name and address correspond with the name as (including zip code number) written upon the face of this Certificate in every particular, without alteration by enlargement, or any change whatever. Please Insert Social Security or Other Identifying Number 1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian ---------------- TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors of survivorship and not as Act ___________________ tenants in common (State) UNIF TRF MIN ACT -- Custodian (until age...) ------------------------- under Uniform Transfers -------------------------- (Minor) to Minors Act____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ ______________________________________ _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ Shares of the Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________________________________________Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated _________________ X _______________________________________________________________ X _______________________________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By:_____________________________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EX-99.01 5 EXHIBIT 99.01 [LETTERHEAD] NEWS RELEASE - -------------------------------------------------------------------------------- Contact: Ben Singer David K. Erickson Media Relations Investor Relations (714)229-2825 (714)229-2636 FOR IMMEDIATE RELEASE PACIFICARE HEALTH SYSTEMS ACQUIRES FHP INTERNATIONAL CORPORATION CYPRESS, CALIF., FEBRUARY 14, 1997 -- PacifiCare Health Systems, Inc., (Nasdaq: PHSYA and PHSYB) announced today that it has completed its $2.2 billion acquisition of FHP International Corporation (Nasdaq: FHPC and FHPCA). The combined company will serve nearly 4 million commercial and Medicare members in 15 states and Guam, making PacifiCare Health Systems the nation's fifth largest HMO company. Revenue of the combined company is expected to total more than $10 billion in 1997. The transaction has received all necessary approvals from federal and state regulators, including the United States Federal Trade Commission and the California Department of Corporations. Shareholders of both companies approved the transaction on December 31, 1996. "We believe the combination of these two companies creates an extremely strong operation with a solid leadership position in the western United States," said Alan Hoops, PacifiCare's president and chief executive officer. "Our goal will be to build a company that both members and physicians view with confidence and trust." According to Hoops, "The acquisition further solidifies PacifiCare's position as the nation's leading Medicare risk plan, with nearly 1 million members enrolled. Our combined skills, experience and efficiencies will help address the complex issues confronting Medicare." -more- 2-2-2 PacifiCare Terms of the transaction call for holders of FHP Common Stock to receive a per share consideration of $17.50 in cash and 0.232 shares of Common Stock, consisting of 0.056 shares of Class A Common Stock and 0.176 shares of Class B Common Stock. Holders of FHP Preferred Stock will receive a per share consideration of $14.113 in cash and 0.50 shares of Series A Cumulative Convertible Preferred Stock. The PacifiCare Preferred Stock is convertible into 0.374 shares of PacifiCare Class B Common Stock, has a 4 percent coupon, and is callable commencing June 1998. The shares will be issued by a new holding company, also called PacifiCare Health Systems, Inc., which will own all of the outstanding stock of both PacifiCare (to be renamed PacifiCare Operations, Inc.) and FHP. PacifiCare shareholders will exchange their Class A and Class B Common Stock on a share for share basis. After closing, there will be approximately 14,722,000 shares of Class A Common, approximately 26,276,000 shares of Class B Common, and approximately 10,517,000 shares of Series A Preferred Stock outstanding. The common stock will temporarily trade under the symbols PHYAD and PHYBD, respectively, before reverting to the current PHSYA and PHSYB. The preferred stock will trade under the symbol PHSYP. Common and Preferred shareholders of FHP will also receive rights to purchase FHP's stock ownership in Talbert Medical Management Holdings Corporation ("TMMHC"). That rights offering will commence as soon as legally permissible. Present expectations are that the TMMHC rights offering will commence in April, shortly after TMMHC's audited 1996 results become available. IMPACT ON CALIFORNIA AND TEXAS ------------------------------ PacifiCare announced that nearly 90 percent of FHP's total workforce will be retained as the two companies merge. PacifiCare officials estimate that up to 900 positions will be eliminated as a result of the acquisition. This number includes 450 positions that were lost to attrition. Additionally, 400 FHP employees in California and 50 in Houston, Texas will be laid off due to overlapping operations. The positions eliminated in FHP's California health plan operations are primarily in marketing, sales and administration. Layoffs will also occur at FHP's corporate headquarters in Santa Ana, where senior management and administrative -more- 3-3-3 PacifiCare positions overlap. There will be little, if any, short-term effect in FHP states where PacifiCare does not presently operate. "We have developed a tremendous respect for FHP and have had a very cooperative relationship with them in preparing for the reductions in staff," Hoops added. "As a result, a number of layoffs have been avoided and some FHP employees in California and Texas have found positions with our operations in those states. We will also be providing support for those employees affected by the layoffs, including outplacement services and severance." PacifiCare currently operates in California, Florida, Oklahoma, Oregon, Texas and Washington, and with the FHP transaction will expand operations to include Arizona, Colorado, Illinois, Indiana, Kentucky, New Mexico, Nevada, Ohio, Utah and Guam. PacifiCare Health Systems is one of the nation's leading managed health care services companies. Primary operations include managed care products for employer groups, and Medicare and Medicaid beneficiaries in 15 states and Guam serving nearly four million members. Other specialty managed care operations include life and health insurance, behavioral health services, workers' compensation, dental and vision services, pharmacy benefit management and Medicare risk management services. # # # -----END PRIVACY-ENHANCED MESSAGE-----