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): July 23, 2001

PACIFICARE HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-21949	95-4591529
(State or other jurisdiction of incorporation)	(Commission File No.)	(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 July 23, 2001, PacifiCare Health Systems, Inc. (the “Company”) announced the extension of the expiration date and time of its cash tender offer for all of the outstanding 7% Senior Notes due 2003 (the “Senior Notes”) of its wholly-owned subsidiary, PacifiCare Health Plan Administrators, Inc. (“PHPA”). A copy of the Company’s press release relating to the extension of the expiration date and time of the tender offer is attached hereto as Exhibit 99.1.

Item 7. Exhibits.

99.1 Press Release by PacifiCare Health Systems, Inc., dated July 23, 2001, announcing the extension of the expiration date and time of its cash tender offer.

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: July 24, 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 July 23, 2001, announcing the extension of the expiration date and time of its cash tender offer.

EX-99.1 2 a74355ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

PRESS RELEASE

PACIFICARE EXTENDS EXPIRATION DATE AND SETS NEW PRICE
DETERMINATION DATE OF TENDER OFFER FOR 7% SENIOR NOTES

SANTA ANA, CA., JULY 23, 2001 - PacifiCare Health Systems, Inc. (NASDAQ: PHSY) today announced the extension of the expiration date and time of its cash tender offer for all of the outstanding 7% Senior Notes due 2003 of its wholly-owned subsidiary PacifiCare Health Plan Administrators, Inc. (the “Notes”). The tender offer is described in the Offer to Purchase and Consent Solicitation Statement dated June 1, 2001.

The tender offer, which was previously set to expire at 12:00 noon, New York City time, on July 23, 2001, has been extended to expire at 12:00 noon, New York City time, on July 30, 2001 (the “New Expiration Time”), unless further extended. Payment for Notes validly tendered and not validly withdrawn will be made in same day funds promptly following expiration of the tender offer, or as soon thereafter as practical.

If the tender offer is again extended, and that extension is for a period longer than ten business days from the New Expiration Time, the Company will establish a new price determination date for calculating the tender offer consideration, 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 and Consent Solicitation Statement, including without limitation:

• holders of the Notes having tendered (and not withdrawn) by the expiration time Notes representing not less than a majority in aggregate principal amount of the Notes, and

• 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 is made solely by the Offer to Purchase and Consent Solicitation Statement.

Dedicated to making people’s lives better, PacifiCare Health Systems is one of the nation’s largest health care services companies. Primary operations include managed care and other health insurance products for employer groups and Medicare beneficiaries in eight western states and Guam, serving approximately 3.7 million members as of March 31, 2001. 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.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements are subject to certain risks and uncertainties that could cause actual facts to differ materially from those we anticipate. The risks and uncertainties include our inability to satisfy the conditions of the tender offer, including obtaining financing to pay the consideration, costs and fees of the tender offer and consent solicitation on terms acceptable to us.

# # #

CONTACT:
Suzanne Shirley
Investor Relations
(714) 825-5491

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EX-99.1

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