-----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, LSySagxgsP66Dds2HrUgoM00jPKLOs9OO4wFLP4Xkuh6ap6Ve2UsOYq+CiSOwcye NN0dD2sQo+QNwWuVBjU/Jg== 0001317212-05-000029.txt : 20050303 0001317212-05-000029.hdr.sgml : 20050303 20050303190012 ACCESSION NUMBER: 0001317212-05-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050301 FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frey James A II CENTRAL INDEX KEY: 0001318352 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31700 FILM NUMBER: 05659295 BUSINESS ADDRESS: BUSINESS PHONE: (714) 226-3500 MAIL ADDRESS: STREET 1: 5995 PLAZA DRIVE CITY: CYPRESS STATE: CA ZIP: 90630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICARE HEALTH SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001027974 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954591529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5995 PLAZA DRIVE CITY: CYPRESS STATE: CA ZIP: 90630-5028 BUSINESS PHONE: 714-952-1121 MAIL ADDRESS: STREET 1: 5995 PLAZA DRIVE CITY: CYPRESS STATE: CA ZIP: 90630-5028 FORMER COMPANY: FORMER CONFORMED NAME: N T HOLDINGS INC DATE OF NAME CHANGE: 19961204 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2005-03-01 0 0001027974 PACIFICARE HEALTH SYSTEMS INC /DE/ PHS 0001318352 Frey James A II 5995 PLAZA DRIVE CYPRESS CA 90630 0 1 0 0 EVP, Major Accounts Non-Qualified Stock Option (right to buy) 64.26 2005-03-01 4 A 0 20000 0 A 2015-03-01 Common Stock 20000 20000 D Restricted Stock Unit 2005-03-01 4 A 0 10000 0 A Common Stock 10000 42000 D Granted under the 1996 Stock Option Plan for Officers and Key Employees of PacifiCare Health Systems, Inc., as amended, which is a Rule 16b-3 plan. The grant vests in 3 cumulative installments over a 4 year period as follows: 1/3 vests on each of the 2nd and 3rd anniversaries of the grant date; and the remaining 1/3 vests on the 4th anniversary of the grant date. Restricted stock granted under the 1996 Stock Option Plan for Officers and Key Employees. The restricted stock vests in three cumulative installments over a 4 year period as follows: (i) 1/3rd vests on each of the second and third anniversaries of the grant date; and (ii) the remaining 1/3rd vests on the fourth anniversary of the grant date. The grant is subject to a mandatory deferral into restricted stock units as follows: (i) 50 percent of the shares must be deferred until the earlier of retirement or termination; and (ii) the remaining 50 percent of the shares must be deferred into restricted stock units for a period of at least 4 years from the grant date, or such later date as specified in an election made by the reporting person. The restricted stock will be distributed on the earlier of the date specified in such election, or on the reporting person's termination date. By: Lisa C Poland For: James A Frey II 2005-03-03 EX-24 2 frey.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY I, James A. Frey II, do hereby constitute and appoint Joseph S. Konowiecki, Michael E. Jansen, Ellen K. Erickson and Lisa C. Poland, or each one of them separately, as my true and lawful attorneys and agents, to do any and all lawful acts and things in my name and on my behalf, and to execute any and all instruments, forms or filings in my name and on my behalf, which said attorneys and agents, or each one of them separately, may deem necessary or advisable in order for me to comply with the disclosure requirements of Section 16(a) of the Securities Exchange Act of 1934, and any related rules, regulations, and requirements of the Securities and Exchange Commission; and do hereby ratify and confirm all that said attorneys and agents, or each one of them separately, shall do or cause to be done by virtue thereof. Date: February 15, 2005 James A. Frey II -----END PRIVACY-ENHANCED MESSAGE-----