-----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, Pb/VJzFCmY4XXzkqj8ESPzy8XvfaoE1/MCQdbdO+AQ1/oV0dAEsg5f2rEGDeYryk v3RJCgM6Ehs4BDR2+AtjFQ== 0001317212-05-000132.txt : 20051222 0001317212-05-000132.hdr.sgml : 20051222 20051222182221 ACCESSION NUMBER: 0001317212-05-000132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051220 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALVAREZ AIDA CENTRAL INDEX KEY: 0001268885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31700 FILM NUMBER: 051283289 MAIL ADDRESS: STREET 1: 5995 PLAZA DRIVE MAIL ST CY20-103 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 2005-12-20 1 0001027974 PACIFICARE HEALTH SYSTEMS INC /DE/ PHS 0001268885 ALVAREZ AIDA 5995 PLAZA DRIVE CYPRESS CA 90630 1 0 0 0 Common Stock 2005-12-20 4 M 0 2220 0 A 2220 D Common Stock 2005-12-20 4 F 0 621 90.866 D 1599 D Common Stock 2005-12-20 4 D 0 1599 90.866 D 0 D Common Stock Units 2005-12-20 4 M 0 2220 0 D 2005-12-20 Common Stock 2220 0 D Non-Qualified Stock Option (right to buy) 28.125 2005-12-20 4 D 0 30000 0 D 2005-12-20 2013-10-30 Common Stock 30000 0 D Non-Qualified Stock Option (right to buy) 38.66 2005-12-20 4 D 0 7000 0 D 2005-12-20 2014-06-30 Common Stock 7000 0 D Non-Qualified Stock Option (right to buy) 61.55 2005-12-20 4 D 0 4000 0 D 2005-12-20 2015-05-19 Common Stock 4000 0 D Each Common Stock Unit accrued under the Issuer's Stock Unit Deferred Compensation Plan is the economic equivalent of one share of Issuer common stock. The Common Stock Units were settled for an equal number of shares of Issuer common stock. Represents the exchange, pursuant to the terms of the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer, of the number of shares of Issuer common stock equal to the number of Common Stock Units settled (net of shares withheld by the Issuer to satisfy any applicable tax withholding obligations) for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash. This option (the "Original Option") was assumed by United under the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer and replaced with an option to purchase shares of United common stock ("Substitute Option"). Under the Substitute Option: the number of option shares will equal the number of option shares under the Original Option, times the Option Exchange Ratio; and the exercise price will equal the exercise price under the Original Option, divided by the Option Exchange Ratio. The Option Exchange Ratio is 1.10 plus $21.50 divided by $63.06 (which is the closing price of United common stock on the last trading day prior to the merger). By: Ellen K. Erickson For: Aida M. Alvarez 2005-12-22 EX-24 2 alvarezpowerofattorney.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY I, Aida Alvarez, do hereby constitute and appoint Joseph S. Konowiecki, Michael E. Jansen and Ellen K. Erickson, 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 hereof. Date: May 17, 2004 Aida Alvarez -----END PRIVACY-ENHANCED MESSAGE-----