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):   November 18, 2002

PACIFICARE HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 000-21949
(Commission File Number) 95-4591529
(IRS Employer
Identification Number)

5995 Plaza Drive
Cypress, California 90630
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:   (714) 952-1121

___________________________

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

     On November 18, 2002, PacifiCare Health Systems, Inc. (the “Company”), announced that it intends to offer $100 million aggregate principal amount of convertible subordinated debentures due October 2032 for sale in a private placement. The Company further announced that the terms of the offering were expected to include an option exercisable by the initial purchasers of the debentures for up to an additional $25 million aggregate principal amount of debentures. A copy of the Company’s press release dated November 18, 2002, relating to the proposed offering is attached hereto as Exhibit 99.1.

     On November 19, 2002, the Company announced the pricing of a private placement of $125 million aggregate principal amount of 3% convertible subordinated debentures due October 2032. The Company further announced that it had granted an option exercisable by the initial purchasers of the debentures to purchase up to an additional $25 million aggregate principal amount of the debentures. The Company stated that the closing of the offering is expected to occur on November 22, 2002. A copy of the Company’s press release dated November 19, 2002, relating to the proposed offering is attached hereto as Exhibit 99.2.

Item 7. Exhibits.

99.1	Press Release issued by the Company on November 18, 2002.
99.2	Press Release issued by the Company on November 19, 2002.

2.

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, thereunto duly authorized.

PACIFICARE HEALTH SYSTEMS, INC.

Dated:  November 18, 2002	By:	/s/  PETER A. REYNOLDS
		Peter A. Reynolds
		Senior Vice President and
		Corporate Controller
		(Chief Accounting Officer)

3.

INDEX TO EXHIBITS

99.1	Press Release issued by the Company on November 18, 2002.
99.2	Press Release issued by the Company on November 19, 2002.

4. EX-99.1 3 a86100a1exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 PACIFICARE HEALTH SYSTEMS ANNOUNCES OFFERING OF CONVERTIBLE SUBORDINATED DEBENTURES CYPRESS, Calif., November 18, 2002 - PacifiCare Health Systems, Inc. (Nasdaq: PHSY) announced today that it intends to offer approximately $100 million of convertible subordinated debentures for sale in a private placement. The terms of the offering are expected to include an option exercisable by the initial purchasers of the debentures for up to an additional $25 million of debentures. The offering will be made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). PacifiCare intends to use a portion of the estimated net proceeds of this offering to permanently repay indebtedness and deposit cash against outstanding letters of credit under its senior credit facility and the remainder for general corporate purposes. It is expected that the debentures, which will be convertible into shares of PacifiCare's common stock, will be due in October 2032. This press release does not constitute an offer to sell nor an offer to buy securities. The offering is being made within the United States only to qualified institutional buyers. The debentures being offered and the shares of common stock issuable upon conversion of the debentures have not been registered under the United States or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, due to market conditions or other circumstances, PacifiCare may not complete the proposed offering of debentures. ### EX-99.2 4 a86100a1exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 PACIFICARE HEALTH SYSTEMS ANNOUNCES PRICING OF CONVERTIBLE SUBORDINATED DEBENTURES CYPRESS, Calif., November 19, 2002 -- PacifiCare Health Systems, Inc. (Nasdaq: PHSY) today announced the pricing of a private placement of $125 million aggregate principal amount of 3% convertible subordinated debentures due 2032. PacifiCare has granted an option exercisable by the initial purchasers of the debentures to purchase up to an additional $25 million aggregate principal amount of the debentures. PacifiCare expects the offering to close on November 22, 2002. The debentures, which will be convertible into shares of PacifiCare's common stock, will be due October 2032. PacifiCare intends to use a portion of the estimated net proceeds of this offering to permanently repay indebtedness under its senior credit facility and the remainder for general corporate purposes. This press release does not constitute an offer to sell nor the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The offering is being made within the United States only to qualified institutional buyers. The debentures being offered and the shares of common stock issuable upon conversion of the debentures have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and applicable state securities laws. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, the closing of the offering of debentures is subject to certain limited closing conditions, and, were the closing not to occur because any of those conditions was not satisfied or for any other reason, PacifiCare would not receive proceeds from the offering or be able to use those proceeds for the purposes described above. ### -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                       PACIFICARE HEALTH SYSTEMS ANNOUNCES
                 OFFERING OF CONVERTIBLE SUBORDINATED DEBENTURES

CYPRESS, Calif., November 18, 2002 - PacifiCare Health Systems, Inc. (Nasdaq:
PHSY) announced today that it intends to offer approximately $100 million of
convertible subordinated debentures for sale in a private placement. The terms
of the offering are expected to include an option exercisable by the initial
purchasers of the debentures for up to an additional $25 million of debentures.
The offering will be made pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"). PacifiCare intends to
use a portion of the estimated net proceeds of this offering to permanently
repay indebtedness and deposit cash against outstanding letters of credit under
its senior credit facility and the remainder for general corporate purposes. It
is expected that the debentures, which will be convertible into shares of
PacifiCare's common stock, will be due in October 2032.

This press release does not constitute an offer to sell nor an offer to buy
securities. The offering is being made within the United States only to
qualified institutional buyers. The debentures being offered and the shares of
common stock issuable upon conversion of the debentures have not been registered
under the United States or state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements.

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. In particular, due to market conditions or other
circumstances, PacifiCare may not complete the proposed offering of debentures.

                                       ###

EX-99.2

                                                                    EXHIBIT 99.2



                  PACIFICARE HEALTH SYSTEMS ANNOUNCES PRICING
                     OF CONVERTIBLE SUBORDINATED DEBENTURES


CYPRESS, Calif., November 19, 2002 -- PacifiCare Health Systems, Inc. (Nasdaq:
PHSY) today announced the pricing of a private placement of $125 million
aggregate principal amount of 3% convertible subordinated debentures due 2032.

PacifiCare has granted an option exercisable by the initial purchasers of the
debentures to purchase up to an additional $25 million aggregate principal
amount of the debentures. PacifiCare expects the offering to close on November
22, 2002. The debentures, which will be convertible into shares of PacifiCare's
common stock, will be due October 2032.

PacifiCare intends to use a portion of the estimated net proceeds of this
offering to permanently repay indebtedness under its senior credit facility and
the remainder for general corporate purposes.

This press release does not constitute an offer to sell nor the solicitation of
an offer to buy securities. Any offers of the securities will be made only by
means of a private offering memorandum. The offering is being made within the
United States only to qualified institutional buyers. The debentures being
offered and the shares of common stock issuable upon conversion of the
debentures have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any other jurisdiction and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act, and
applicable state securities laws.

This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. In particular, the closing of the offering of debentures is
subject to certain limited closing conditions, and, were the closing not to
occur because any of those conditions was not satisfied or for any other reason,
PacifiCare would not receive proceeds from the offering or be able to use those
proceeds for the purposes described above.


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