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): June 14, 2001

PACIFICARE HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000-21949
(Commission File No.) 95-4591529
(IRS Employer
Identification No.)

3120 Lake Center Drive
Santa Ana, California 92704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (714) 825-5200

TABLE OF CONTENTS

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

Item 5. Other Events.

      On June 1, 2001, PacifiCare Health Systems, Inc. (the “Corporation”) announced that it was commencing a tender offer and consent solicitation (the “Tender Offer”) for all of the 7% Senior Notes due 2003 (the “Notes”) of PacifiCare Health Plan Administrators, Inc., its wholly-owned subsidiary, pursuant to its Offer to Purchase and Consent Solicitation Statement dated June 1, 2001 (the “Offer to Purchase”).

      On June 15, 2001, the Corporation announced the expiration at 5:00 p.m., New York City time, on June 14, 2001 (the “Consent Time”), of its consent solicitation pursuant to the Offer to Purchase. The Corporation received the noteholder consents required to enable the elimination of substantially all restrictive covenants and certain events of default provisions in the indenture governing the Notes, as described in the Offer to Purchase. The Corporation also announced that a supplemental indenture setting forth such amendments will be executed as soon as practicable after the Consent Time. A copy of the Corporation’s press release relating to the expiration of the consent solicitation is attached hereto as Exhibit 99.1.

Item 7. Exhibits.

99.1 Press Release by PacifiCare Health Systems, Inc., dated June 15, 2001, announcing the expiration of its consent solicitation pursuant to the Offer to Purchase.

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: June 15, 2001	By:	/s/   SUSAN L. BERKEL
		Susan L. Berkel Senior Vice President of Finance and Corporate Controller (Chief Accounting Officer)

INDEX TO EXHIBITS

99.1 Press Release by PacifiCare Health Systems, Inc., dated June 15, 2001, announcing the expiration of its consent solicitation pursuant to the Offer to Purchase.

EX-99.1 2 a73437ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 PRESS RELEASE PACIFICARE HEALTH SYSTEMS ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND SETS TENDER OFFER PRICING TERMS SANTA ANA, CALIF., JUNE 15, 2001 -- PacifiCare Health Systems, Inc. (NASDAQ: PHSY) today announced that it has received the noteholder consents required to enable the elimination of substantially all restrictive covenants and certain events of default provisions in the indenture (the "Indenture") governing the outstanding $100 million of 7% Senior Notes due 2003 (the "Notes") of PacifiCare Health Plan Administrators, Inc., a wholly-owned subsidiary of the Company, and to certain waivers under the Indenture, as described in the Offer to Purchase and Consent Solicitation Statement dated June 1, 2001 (the "Offer to Purchase"). Under the terms described in the Offer to Purchase, the consent solicitation expired as of 5:00 p.m., New York City time, on June 14, 2001 (the "Consent Time"). The supplemental indenture setting forth such amendments will be executed as soon as practicable after the Consent Time. In addition, the Company today announced the pricing terms for its cash tender offer for all of the Notes. The total consideration, determined according to a previously announced pricing formula, is $1,047.97 per $1,000 principal amount, plus accrued interest. This amount includes a consent fee of $30 per $1,000 principal amount, payable to those holders who validly tendered prior to the Consent Time. The tender offer for the Notes will expire at 12:00 noon, New York City time, on Tuesday, July 3, 2001, unless extended or terminated (the "Expiration Time"). For Notes tendered after the Consent Time and prior to the Expiration Time, the tender offer consideration will be $1,017.97 per $1,000 principal amount, plus accrued interest to the settlement date of the tender offer. If the tender offer is extended for a period longer than ten business days from the Expiration Time, the Company will establish a new price determination date, which will be at least ten business days prior to the new expiration time, and the pricing terms and consideration may change. The tender offer and consent solicitation are subject to a number of conditions which are set forth in the Offer to Purchase, including without limitation: o holders of the Notes having validly tendered (and not withdrawn) by the Expiration Time, Notes representing not less than a majority in aggregate principal amount of the Notes, and o the Company obtaining financing to pay the consideration, costs and fees of the tender offer and consent solicitation on terms acceptable to the Company. Morgan Stanley is acting as the Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation, and can be reached at (877) 445-0397. Requests for assistance or additional copies of the tender offer materials may be directed to Georgeson Shareholder Communications, Inc., the Information Agent, at (800) 223-2064. This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The tender offer and the consent solicitation are made solely by the Offer to Purchase. Dedicated to making people's lives better, PacifiCare Health Systems is one of the nation's largest health care services companies with approximately $12 billion in annual revenues. Primary operations include managed care and other health insurance products for employer groups and Medicare beneficiaries in eight states and Guam, serving approximately 3.7 million members. Other specialty products and operations include behavioral health services, life and health insurance, dental and vision services and pharmacy benefit management. More information on PacifiCare Health Systems can be obtained at www.pacificare.com. # # # CONTACT: Suzanne Shirley Investor Relations (714) 825-5491 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

   1
                                                                    EXHIBIT 99.1


                                  PRESS RELEASE

     PACIFICARE HEALTH SYSTEMS ANNOUNCES EXPIRATION OF CONSENT SOLICITATION
                       AND SETS TENDER OFFER PRICING TERMS

SANTA ANA, CALIF., JUNE 15, 2001 -- PacifiCare Health Systems, Inc. (NASDAQ:
PHSY) today announced that it has received the noteholder consents required to
enable the elimination of substantially all restrictive covenants and certain
events of default provisions in the indenture (the "Indenture") governing the
outstanding $100 million of 7% Senior Notes due 2003 (the "Notes") of PacifiCare
Health Plan Administrators, Inc., a wholly-owned subsidiary of the Company, and
to certain waivers under the Indenture, as described in the Offer to Purchase
and Consent Solicitation Statement dated June 1, 2001 (the "Offer to Purchase").

Under the terms described in the Offer to Purchase, the consent solicitation
expired as of 5:00 p.m., New York City time, on June 14, 2001 (the "Consent
Time"). The supplemental indenture setting forth such amendments will be
executed as soon as practicable after the Consent Time.

In addition, the Company today announced the pricing terms for its cash tender
offer for all of the Notes. The total consideration, determined according to a
previously announced pricing formula, is $1,047.97 per $1,000 principal amount,
plus accrued interest. This amount includes a consent fee of $30 per $1,000
principal amount, payable to those holders who validly tendered prior to the
Consent Time.

The tender offer for the Notes will expire at 12:00 noon, New York City time, on
Tuesday, July 3, 2001, unless extended or terminated (the "Expiration Time").
For Notes tendered after the Consent Time and prior to the Expiration Time, the
tender offer consideration will be $1,017.97 per $1,000 principal amount, plus
accrued interest to the settlement date of the tender offer.

If the tender offer is extended for a period longer than ten business days from
the Expiration Time, the Company will establish a new price determination date,
which will be at least ten business days prior to the new expiration time, and
the pricing terms and consideration may change.

The tender offer and consent solicitation are subject to a number of conditions
which are set forth in the Offer to Purchase, including without limitation:

o     holders of the Notes having validly tendered (and not withdrawn) by the
      Expiration Time, Notes representing not less than a majority in aggregate
      principal amount of the Notes, and

o     the Company obtaining financing to pay the consideration, costs and fees
      of the tender offer and consent solicitation on terms acceptable to the
      Company.

Morgan Stanley is acting as the Dealer Manager and Solicitation Agent in
connection with the tender offer and consent solicitation, and can be reached at
(877) 445-0397. Requests for assistance or additional copies of the tender offer
materials may be directed to Georgeson Shareholder Communications, Inc., the
Information Agent, at (800) 223-2064.

This press release does not constitute an offer to purchase the Notes or a
solicitation of consents to amend the related indenture. The tender offer and
the consent solicitation are made solely by the Offer to Purchase.

Dedicated to making people's lives better, PacifiCare Health Systems is one of
the nation's largest health care services companies with approximately $12
billion in annual revenues. Primary operations include managed care and other
health insurance products for employer groups and Medicare beneficiaries in
eight states and Guam, serving approximately 3.7 million members. Other
specialty products and operations include behavioral health services, life and
health insurance, dental and vision services and pharmacy benefit management.
More information on PacifiCare Health Systems can be obtained at
www.pacificare.com.

                                      # # #

CONTACT:

Suzanne Shirley
Investor Relations
(714) 825-5491