SC 13E3/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4—Final Amendment
to
Schedule 13E-3

RULE 13e -3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934

USHEALTH GROUP, INC.
(formerly, ascent assurance, inc.)
(NAME OF ISSUER)

SPECIAL SITUATIONS HOLDINGS, INC.—WESTBRIDGE
CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
CREDIT SUISSE
BENJAMIN M. CUTLER
(Name of Person(s) Filing Statement)

Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)

9173P109
(CUSIP Number of Class of Securities)
Alan H. Freudenstein
Special Situations Holdings, Inc.—Westbridge
11 Madison Avenue
New York, New York 10010
(212) 325-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person(s) Filing Statement)

with copy to:

Mark E. Palmer
Linklaters
1345 Avenue of the Americas
New York, New York 10105
(212) 424-9000 Patrick H. O'Neill
USHEALTH Group, Inc.
3100 Burnett Plaza, Unit 33
801 Cherry Street
Fort Worth, Texas 76102
(817) 878-3300 Robert S. Reder
Milbank, Tweed,
Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This statement is filed in connection with (check the appropriate box):

o    a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) bca under the Securities Exchange Act of 1934.
o    b.	The filing of a registration statement under the Securities Act of 1933.
o    c.	A tender offer.
ý    d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if this is a final amendment reporting the results of the transaction. ý

CALCULATION OF REGISTRATION FEE

Transaction Valuations*	Amount of Filing Fees
$1,101,569.50	$129.65

*	Calculated, for the purposes of determining the filing fee only, in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934. Assumes the purchase of 3,553,450 shares of Common Stock, par value $.01 per share, of USHEALTH Group, Inc. at $.31 per share.
ý	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $129.65	Filing Party: Special Situations Holdings, Inc.—Westbridge
Form or Registration No.: Schedule 13E-3	Date Filed: April 18, 2005

INTRODUCTION

        This Fourth Amendment to the Transaction Statement on Schedule 13E-3, as amended (the "Schedule 13E-3") is being filed by (i) Special Situations Holdings, Inc.—Westbridge ("SSH"), (ii) Credit Suisse First Boston Management LLC, a Delaware limited liability company ("Management LLC"), (iii) Credit Suisse, a Swiss bank ("Credit Suisse") and (iv) Benjamin M. Cutler, Chairman of the Board and Chief Executive Officer of USHEALTH ("Mr. Cutler," and together with SSH, Management LLC and Credit Suisse, the "Filing Persons"), pursuant to Section 13(e) of the Securities and Exchange Act of 1934 (the "Exchange Act"), and Rule 13e-3 thereunder. This Schedule 13E-3 is being filed in connection with a short-form merger (the "Merger") of CAA Acquisition Corp. ("CAA Acquisition"), a Delaware corporation and a wholly-owned subsidiary of SSH ("CAA Acquisition"), with and into USHEALTH Group, Inc., a Delaware corporation (formerly known as Ascent Assurance, Inc. (the "Company" or "USHEALTH")), pursuant to Section 253 of the Delaware General Corporation Law ("DGCL"). CAA Acquisition is no longer a Filing Person because it was merged with and into the Company, with the Company as the surviving corporation.

ITEM 4. TERMS OF THE TRANSACTION

        Item 4 is hereby amended and supplemented to add the following:

        The Merger became effective at 1:46 p.m., New York City time, on October 14, 2005 (the "Effective Time"). Immediately prior to the Effective Time, CAA Acquisition owned 47,210,376 shares of common stock, $.01 par value per share (the "Shares"), of the Company, which was more than 90% of the outstanding Shares of the Company entitled to vote on a fully diluted basis. Accordingly, under applicable Delaware law, no action was required by the stockholders of the Company (other than SSH and its affiliates) for the Merger to become effective. As a result of the Merger, the separate corporate existence of CAA Acquisition has terminated and the Company has become a wholly owned subsidiary of SSH.

        Pursuant to the terms of the Merger, each outstanding Share (other than shares held by SSH or any of its direct or indirect subsidiaries, and other than shares as to which dissenters' rights are exercised, all of which were canceled) held immediately prior to the Effective Time now represents only the right to receive $.31 per Share, net to the holder in cash, without interest.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

        Item 5 is hereby amended and supplemented to add the following:

        (b)   SIGNIFICANT CORPORATE EVENTS. A Certificate of Ownership and Merger, dated as of October 14, 2005, was filed with the Secretary of State of Delaware and the Merger became effective on October 14, 2005. Registered holders of Shares at the Effective Time are being sent payment for their Shares.

        On October 14, 2005, the Company filed a Certification and Notice of Termination of Registration on Form 15 with the SEC.

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ITEM 16. EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
(a)(1)	Form of Letter to the Former Holders of Common Stock of USHEALTH Group, Inc.
(a)(2)	Form of Letter of Transmittal
(a)(3)	Certificate of Ownership and Merger, dated as of October 14, 2005
(a)(4)	Press Release

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SIGNATURES

        After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: October 17, 2005

SPECIAL SITUATIONS HOLDINGS, INC.—WESTBRIDGE
By:	/s/  GREGORY M. GRIMALDI Name: Gregory M. Grimaldi Title: Vice President
CREDIT SUISSE FIRST BOSTON MANAGEMENT LLC
By:	/s/  ALAN H. FREUDENSTEIN Name: Alan H. Freudenstein Title: President
CREDIT SUISSE
By:	/s/  RICHARD E. THORNBURGH Name: Richard E. Thornburgh Title: Executive Vice Chairman of Credit Suisse First Boston Division
By:	/s/  D. WILSON ERVIN Name: D. Wilson Ervin Title: Chief Risk Officer
	/s/  BENJAMIN M. CUTLER Benjamin M. Cutler

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CALCULATION OF REGISTRATION FEE
INTRODUCTION

ITEM 4. TERMS OF THE TRANSACTION
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
ITEM 16. EXHIBITS

SIGNATURES

EX-99.(A)(1)

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EXHIBIT (a)(1)

Notice of Merger
of
CAA Acquisition Corp.
a wholly owned subsidiary of
Special Situations Holdings, Inc.—Westbridge
with and into
USHEALTH Group, Inc.
October [    ], 2005

To the Former Holders of Common Stock of

USHEALTH Group, Inc.

        NOTICE IS HEREBY GIVEN, pursuant to Sections 253(d) and 262(d)(2) of the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"), that the short-form merger (the "Merger") of CAA Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Special Situations Holdings, Inc.—Westbridge, a Delaware corporation ("SSH" or "Parent"), with and into USHEALTH Group, Inc., a Delaware corporation (the "Company"), became effective at 1:46 p.m., New York City time, on October 14, 2005 (the "Effective Time"). Immediately prior to the Effective Time, Purchaser owned more than 90% of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of the Company. Accordingly, under applicable Delaware law, no action was required by the stockholders of the Company (other than Purchaser) for the Merger to become effective.

        Pursuant to the terms of the Merger, each outstanding Share (other than Shares held by Purchaser or any direct or indirect subsidiary of Parent, and other than shares as to which dissenters' rights are exercised, as described in the Transaction Statement on Schedule 13E-3, as amended (the "Schedule 13E-3")), held immediately prior to the Effective Time now represents only the right to receive $0.31 per Share, net to the holder in cash, without interest. As a result of the Merger, the separate corporate existence of Purchaser has terminated, and the Company has become a wholly owned subsidiary of Parent.

To obtain payment for your Shares, the certificate(s) representing such Shares, together with the enclosed Letter of Transmittal, must be mailed or delivered by hand or overnight courier to the Exchange Agent, LaSalle Bank National Association, at one of the addresses set forth in the enclosed Letter of Transmittal.

        Former stockholders of the Company who do not wish to accept the $0.31 per Share cash payment pursuant to the Merger have the right under Delaware law to dissent from the Merger and to seek an appraisal of and be paid the fair cash value of their Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger. See "Appraisal Rights" in the Schedule 13E-3 and the text of Section 262 of the Delaware General Corporation Law ("Section 262"), the text of which is set forth in full in Appendix A attached to this Notice of Merger.

        In lieu of receiving the payment of $0.31 per Share for your stock, you may exercise appraisal rights. The provisions of the Delaware General Corporation Law which govern this process are attached. The information about the Company and the Merger enclosed with this letter is provided to you for your independent evaluation of this decision.

        If you do NOT plan to seek an appraisal of all of your shares of the Company's capital stock, the Company requests that you execute (or, if you are not the record holder of such shares, to arrange for such record holder or such holder's duly authorized representative to execute) and mail postage paid the enclosed Letter of Transmittal to the Exchange Agent at the address set forth in the Letter of Transmittal. You should note that surrender to the Company of certificates for your shares of the Company's capital stock will constitute a waiver of appraisal rights under the Delaware General Corporation Law.

        You should note that the method of delivery of the Letter of Transmittal and/or any other required documentation is at the election and risk of the former stockholder. If the decision is made to send the Letter of Transmittal by mail, it is recommended that such Letter of Transmittal be sent by registered mail, properly insured, with return receipt requested.

        Notwithstanding the Merger, if you (a) do not execute and return (or cause to be executed and returned) a stock power with respect to your Shares or otherwise surrender your Shares for the $0.31 per Share cash payment, (b) perfect your rights to appraisal of your Shares in accordance with Section 262 and (c) do not thereafter withdraw your demand for appraisal of your Shares or otherwise lose your appraisal rights, in each case in accordance with the Delaware General Corporation Law, your Shares of the Company's capital stock shall represent the right to receive from the Company such payment as you may be entitled to receive as determined by the Delaware Court of Chancery in an appraisal proceeding.

        Section 262 provides a procedure by which persons who were stockholders of the Company at the effective time of the Merger may seek an appraisal of their Shares of the Company's capital stock in lieu of accepting the $0.31 per share cash payment. A demand for appraisal must be made in writing by or for the stockholder of record wishing to demand appraisal and must reasonably inform the Company of the identity of the stockholder making the demand for appraisal and that such stockholder intends thereby to demand appraisal of his, her or its Shares. In any such appraisal proceeding, the Delaware Court of Chancery would determine the fair value of the Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger. Former stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or equivalent to, $0.31 per share and that investment banking opinions as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262. Following such an appraisal proceeding, the Delaware Court of Chancery would direct the Company, pursuant to Section 262, to make payment of such fair value of the Shares, together with a fair rate of interest, if any, to the former stockholders entitled thereto who properly demanded appraisal.

Appraisal Procedure

        This notice of merger (the "Notice of Merger") affords you the notice required by Section 262(d)(2) of the Delaware General Corporation Law. The right to appraisal will be lost unless it is perfected by full and precise satisfaction of the requirements of Section 262, the text of which is set forth in full in Appendix A attached to this Notice of Merger. Mere failure to execute and return the enclosed stock power or lost stock affidavit along with your stock certificate(s) to the Company does NOT satisfy the requirements of Section 262; rather, a separate written demand for appraisal must be properly executed and delivered to the Company as described below.

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        If you want to demand appraisal of your shares, then you must make a written demand for appraisal on or prior to November [    ], 2005 (i.e., within 20 days after the date of mailing of this Notice of Merger written above). A demand for appraisal should be addressed to the Company at the following address:

USHEALTH Group, Inc.
3100 Burnett Plaza, Unit 33
801 Cherry Street
Forth Worth, TX 76102

Attention:	Mr. Patrick H. O'Neill Executive Vice President, General Counsel and Secretary
Facsimile:	(817) 878-3612

        As provided under Section 262, failure by you to make a written demand for appraisal within such time limit will result in the loss of your appraisal rights under such Section. The written demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the certificate(s) for his, her or its Shares. If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in such capacity, and if the shares are owned of record by more than one person, such as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner(s) and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

        Within 120 days after the Effective Time of the Merger, the Company or any former stockholder entitled to appraisal rights under Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares entitled to appraisal. The Company is under no obligation to and has no present intention to file such a petition. Accordingly, if you wish to perfect your appraisal rights, then you will be required to initiate all necessary action within the time prescribed in Section 262. At any time within 60 days after the Effective Time of the Merger, if you demanded appraisal, then you have the right to withdraw the demand and accept the $0.31 per share consideration for your shares. Any attempt by you to withdraw your appraisal demand more than 60 days after the Effective Time of the Merger will require the written approval of the Company. In addition, once a petition for appraisal is filed with the Delaware Court of Chancery by any holder of the Shares of the Company's capital stock, the appraisal proceeding may not be dismissed as to any holder demanding appraisal absent court approval.

        Within 120 days after the Effective Time of the Merger, any former stockholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Company a statement setting forth the aggregate number of Shares not voted in favor of the Merger and with respect to which demands for appraisal have been received and the aggregate number of holders of such Shares. Such statement must be mailed (i) within 10 days after a written request therefor has been received by the Company or (ii) within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later.

        If a petition for an appraisal is timely filed and a copy thereof is served upon the Company, the Company will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all former stockholders of the Company who have demanded an appraisal of their Shares and with whom agreements as to the value of their Shares have not been reached. After notice to such former stockholders as required by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on such petition to determine which former

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stockholders have complied with Section 262 and are entitled to appraisal rights. The Court of Chancery may require the holders of Shares who have demanded an appraisal for their Shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any former stockholder fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such former stockholder.

        After determining the stockholders entitled to an appraisal, the Court of Chancery will appraise the "fair value" of their Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The Delaware Supreme Court has stated that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in the appraisal proceedings. The Court will also determine the amount of interest, if any, to be paid upon the amounts to be received by persons whose Shares have been appraised.

        The costs of the appraisal proceeding may be determined by the Court of Chancery and taxed upon the parties as the Court deems equitable. Upon application of a stockholder, the Court may order that all or a portion of the expenses incurred by any former stockholder in connection with an appraisal, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the Shares entitled to be appraised.

        Any former stockholder who has duly demanded an appraisal in compliance with Section 262 will not, after the Effective Time of the Merger, be entitled to vote the Shares subject to such demand for any purpose or be entitled to the payment of dividends or other distributions on those Shares (except dividends or other distributions payable to stockholders of record at a date prior to the Effective Time of the Merger).

        If you fail to perfect your appraisal rights in accordance with Section 262, or effectively withdraw or lose your right to appraisal, as provided in the Delaware General Corporation Law, your Shares will be converted into the right to receive $0.31 in cash per share, without interest.

The preceding discussion is not a complete statement of the law pertaining to appraisal rights under the Delaware General Corporation Law and is qualified in its entirety by the full text of Section 262 of the Delaware General Corporation Law which is attached to this Notice of Merger as Appendix A.

        The following are some factors you might want to consider in making your decision whether or not to seek appraisal of your shares:

•

The market for USHEALTH's shares of common stock had been highly illiquid. The Filing Persons (as defined in the Schedule 13E-3) believed the opportunity for a significant number of shares of USHEALTH common stock to be sold on the market, without substantially reducing the market price, was remote.



•

Although the merger consideration is below the high trading price for USHEALTH's shares of common stock for the last six quarters, the Filing Persons believe the Merger represents an opportunity for the unaffiliated stockholders of USHEALTH to realize cash for their shares, which otherwise would have been extremely difficult or impossible given the illiquidity of the market for shares of USHEALTH common stock.



•

The Merger provides USHEALTH's unaffiliated stockholders the right to receive cash for their shares of USHEALTH's common stock, and was not subject to any financing condition.



•

To the knowledge of the Filing Persons, there had been no firm offers for the acquisition or control of USHEALTH or its assets during the last two years (other than the restructuring which

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occurred among USHEALTH, SSH and other parties in 2003 and resulted in SSH increasing its ownership of USHEALTH from 49% to 93%).

Summary Financial Information

        Set forth in Appendix B attached to this Notice of Merger is certain selected consolidated financial information with respect to the Company and its subsidiaries excerpted or derived by SSH from the audited consolidated financial statements of the Company in the Company's Annual Report on Form 10-K for its year ended December 31, 2004 (the "Form 10-K") and the unaudited consolidated financial statements of the Company in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the "Form 10-Q", and, together with Form 10-K, the "Company Reports"). More comprehensive financial information is included in Form 10-K and Form 10-Q and in other documents filed by the Company with the Commission. The financial information attached hereto is qualified in its entirety by reference to the Company Reports and other documents and all of the financial information (including any related notes) contained therein or incorporated therein by reference.

        In addition, the Company in the past has been subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, has been required to file reports and other information with the SEC relating to the Company's business, financial condition and other matters. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Such reports, including the Company Reports, proxy and information statements and other information may be found on the SEC's Web site address, http://www.sec.gov.

        Additional copies of this Notice of Merger and the Letter of Transmittal can be obtained from the Exchange Agent at the address set forth in the Letter of Transmittal. If you have any questions please contact the Company in writing at the address below:

USHEALTH Group, Inc. 3100 Burnett Plaza, Unit 33 801 Cherry Street Forth Worth, TX 76102
Attention:	Mr. Patrick H. O'Neill, Esq. Executive Vice President, General Counsel and Secretary

Dated: October [    ], 2005

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Appendix A

DELAWARE GENERAL CORPORATION LAW

Section 262 Appraisal Rights.

(a)

Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b)

Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

(1)

Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

(2)

Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a.

Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b.

Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

c.

Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

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d.

Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.



(3)

In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c)

Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d)

Appraisal rights shall be perfected as follows:

(1)

If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2)

If the merger or consolidation was approved pursuant to §228 or §253 of this title, then, either a constituent corporation before the effective date of the merger or consolidation, or the surviving or resulting corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent

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corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e)

Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

(f)

Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g)

At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of

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the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h)

After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i)

The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j)

The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k)

From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

(l)

The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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Appendix B
SELECTED CONSOLIDATED FINANCIAL INFORMATION

	Year Ended December 31,									Six Months Ended June 30, 2005 (unaudited)
	2004			2003			2002
Statement of Operations Data:
Premiums	$	92,239		$	101,574		$	111,048			41,794
Total revenues		103,253			117,375			127,919			46,823
(Loss) income from continuing operations before income taxes		(125	)		(282	)		494			(1,069	)
(Loss) income from continuing operations		(156	)		(282	)		494			(1,069	)
Loss from discontinued operations(1)		(2,127	)		(1,066	)		(1,425	)		—
Net Loss		(2,283	)		(1,348	)		(931	)		(1,069	)
Preferred stock dividends		430			1,759			3,263			—
Loss applicable to common stockholders		(2,713	)		(3,107	)		(4,194	)		(1,069	)
Loss Per Share:
Basic and diluted loss from continuing operations per share	$	(0.02	)	$	(0.31	)	$	(0.43	)	$	(.02	)
Basic and diluted loss per share		(0.07	)		(0.48	)		(0.64	)		(.02	)
Weighted Average Shares Outstanding:
Basic and diluted		41,662			6,531			6,505			50,713

	As of December 31,
							As of June 30, 2005 (unaudited)
	2004		2003		2002
Balance Sheet Data:
Cash and invested assets	$	105,861	$	105,239	$	112,174	$	108,590
Total assets		140,108		143,929		155,440		139,444
Policy liabilities		78,112		81,068		91,559		78,422
Notes payable		16,478		15,770		18,189		16,774
Total liabilities		105,368		106,598		119,283		105,890
Redeemable convertible preferred stock(2)		—		—		33,896		—
Stockholders' equity(2)		34,740		37,331		2,261		33,554

(1)

In October 2004, the Company sold its printing subsidiary, Westbridge Printing Services, Inc. ("WPS"). The operating results of WPS are presented as (loss) income from discontinued operations.

(2)

On December 31, 2003, 36,567 shares plus accrued dividends equal to 937 shares of 10.25% Series A Convertible Preferred Stock were exchanged for 37,504 shares of 5.5% Series B Convertible Preferred Stock. Stockholders' equity at December 31, 2003 includes $37.5 million of 5.5% Series B Convertible Preferred Stock.

        RECENT FINANCIAL PERFORMANCE. The Company's unaudited, consolidated financial statements for the six months ended June 30, 2005 indicated that the Company had revenues of $46.8 million, loss from continuing operations of ($1.1) million and net loss of ($1.1) million, compared to revenues of $52.4 million, income from continuing operations of $1.5 million and net income of $1.1 million for the six months ended June 30, 2004. The Company's total stockholders' equity was $33.6 million as of June 30, 2005, compared to total stockholders' equity of $36 million as of June 30, 2004.

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EXHIBIT (a)(1)

Appendix A DELAWARE GENERAL CORPORATION LAW
Appendix B SELECTED CONSOLIDATED FINANCIAL INFORMATION

EX-99.(A)(2)

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EXHIBIT (a)(2)

LETTER OF TRANSMITTAL
For Certificates Formerly Representing Capital Stock
of
USHEALTH Group, Inc.
(formerly know as Ascent Assurance, Inc.)
Surrendered in Connection with the Merger of
CAA Acquisition Corp.
with and into
USHEALTH Group, Inc.

Exchange Agent for the Merger
LaSalle Bank National Association

Delivery Instructions:

By Mail or
Overnight Delivery:
LaSalle Bank, N.A.
Attn: Shareholder Services
135 S. LaSalle Street, Suite 1960
Chicago, IL 60603
Telephone 1-800-246-5761, Option 2

        This Letter of Transmittal must be completed, signed and delivered to the Exchange Agent if certificates formerly representing shares of USHEALTH Group, Inc. (formerly known as Ascent Assurance, Inc.) are to be surrendered for payment of the merger consideration in connection with the merger of CAA Acquisition Corp. with and into USHEALTH Group, Inc.

Description of Shares Surrendered (See Instruction 2)
				Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank)
	Class of Stock		Total Number of Shares Represented by Certificate
Certificate Number(s)
	Common	Preferred
Total Shares
NOTE:    o	If your certificate(s) have been lost, stolen, misplaced or mutilated, check this box when returning this letter of transmittal. See Instruction 2.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        In accordance with the merger (the "Merger") of CAA Acquisition Corp. ("CAA") with and into USHEALTH Group, Inc. (the "Company"), the certificates (the "Certificates") representing the shares of common stock of the Company, par value $.01 per share (the "Shares"), described on the preceding page have been converted into the right to receive $0.31 per share, in cash, without interest thereon (the "Merger Consideration"). Each Share is hereby surrendered to you, LaSalle Bank, N.A. (the "Exchange Agent"), in exchange for the Merger Consideration.

        The undersigned understands that the surrender of Certificates shall not be deemed to have been in acceptable form until receipt by the Exchange Agent of this Letter of Transmittal properly completed and signed, together with all required documents, in form satisfactory to CAA and the Exchange Agent. All questions as to the documents, validity, form, eligibility and acceptance for payment of any Certificates surrendered pursuant to any of the procedures described herein will be determined by the Exchange Agent, and its reasonable determination shall be final and binding.

        The undersigned hereby irrevocably constitutes the Exchange Agent, or its designee or appointee, his, her or its true and lawful attorney-in-fact with respect to the Certificates surrendered herewith, to deliver such Certificates together with all accompanying evidences of authority, against receipt therefor (as the undersigned's agent) of the Merger Consideration as provided in this Letter of Transmittal (such power of attorney being deemed a power coupled with an interest).

        The undersigned hereby represents and warrants that as of the date hereof the undersigned is, and as of the effective date of the Merger the undersigned was, the registered holder of the Shares, with good title to the Shares and full power and authority to sell, assign and transfer the Shares represented by the Certificate(s), free and clear of all liens, claims, restrictions, charges and encumbrances of any kind whatsoever and not subject to any adverse claim. The undersigned, upon request, will execute and deliver any additional documents necessary or desirable to complete the proper surrender of the Certificate(s). All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of the undersigned.

        No interest will accrue on any amounts payable hereunder.

INSTRUCTIONS

        1.     Guarantee of Signatures. Signatures on this Letter of Transmittal need not be guaranteed: (a) if this Letter of Transmittal is signed by the registered holder(s) of the Certificate(s) transmitted herewith and such holder(s) has (have) not completed the instruction entitled "Special Payment Instruments" and/or "Special Delivery Instructions" on this Letter of Transmittal; or (b) if such Certificates are transmitted for the account of an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each of the foregoing constituting an "Eligible Institution"). See Instruction 4.

        2.     Delivery of Letter of Transmittal and Certificates; Lost Certificates. Certificates surrendered, as well as a properly completed and duly executed Letter of Transmittal, any required signature guarantees and any other documents required by this Letter of Transmittal, must be delivered to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal. In the event that your Certificates have been lost or destroyed, please indicate this on the face of this Letter of Transmittal. The Exchange Agent will forward you additional documentation that you must complete in order to effectively surrender lost or destroyed Certificates. A surety bond may be required. All

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questions as to the documents, validity, form, eligibility and acceptance for payment of any Certificates surrendered pursuant to any of the procedures described herein will be determined by the Exchange Agent, and its reasonable determination shall be final and binding. Delivery of Certificates surrendered hereby shall be effected and risk of loss and title to Certificates shall pass only upon proper delivery thereof to the Exchange Agent. Delivery of documents to an address other than the address set forth on the cover of this Letter of Transmittal does not constitute delivery to the Exchange Agent. The surrender of Certificates will be deemed made only when this Letter of Transmittal and any other documents required by the Letter of Transmittal are actually received by the Exchange Agent.

The method of delivery of Certificates and the other required documents is at the option and risk of the tendering holder. If sent by mail, registered mail with return receipt requested is recommended.

        3.     Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached hereto.

        4.     Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Certificate(s) transmitted hereby, the signature(s) must correspond with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

        If any of the Certificates transmitted hereby are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal.

        If any of the Certificates transmitted hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

        When this Letter of Transmittal is signed by the registered holder(s) of the Certificate(s) listed and transmitted hereby, no endorsements of certificates or separate stock powers or signature guarantees are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s), then the Certificate(s) transmitted hereby must be endorsed or accompanied by appropriate stock powers. An Eligible Institution must guarantee all signatures on such Certificates or stock powers and on this Letter of Transmittal if special payment instructions are given.

        If this Letter of Transmittal or any Certificate is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Exchange Agent of this authority so to act must be submitted.

        5.     Special Payment and Delivery Instructions. If a check is to be issued in the name(s) of person(s) other than the signer(s) of this Letter of Transmittal or if a check is to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

        6.     Requests for Assistance and Additional Copies. Request for assistance may be directed to the Exchange Agent or to your broker, dealer, commercial bank or trust company. Additional copies of this Letter of Transmittal and the Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Exchange Agent at the address set forth above.

        7.     Substitute Form W-9. Each tendering holder is required to provide the Exchange Agent with a correct taxpayer identification number ("TIN"), generally the holder's social security or federal employer identification number, on Substitute Form W-9, which is provided below. You must cross out item (2) in the certification box on the Substitute Form W-9 if you are subject to backup withholding. Failure to provide the information on the form may subject the tendering holder to 28% federal income tax withholding on the payments made to the holder or other payee with respect to the Certificates. The box in Part 3 of the form may be checked if the tendering holder has not been issued

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a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Exchange Agent is not provided with a TIN within sixty (60) days, thereafter the Exchange Agent will withhold 28% of all payments of the Merger Consideration until a TIN is provided to the Exchange Agent.

        8.     No Conditional Surrender. No alternative, conditional or contingent surrender of Certificates will be accepted.

        9.     Miscellaneous and Inquires. All inquires regarding the surrender of the Shares and the Letter of Transmittal should be directed to the Exchange Agent at the address listed above or by calling the Exchange Agent at 800-246-5761, Option 2.

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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4 and 5)

To be completed ONLY if the check for the Merger Consideration is to be issued in the name of someone other than the registered holder.

Issue check to:

Name

(Please Print)

Address

(Zip Code)

(Taxpayer Identification or Social Security No.)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 5)

To be completed ONLY if the check for the Merger Consideration is to be sent to someone other than the registered holder or to the registered holder at an address other than that below.

Mail check to:

Name

(Please Print)

Address

(Zip Code)

(Taxpayer Identification or Social Security No.)

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SIGN HERE
Also complete Substitute Form W-9

Signature(s) of Holder(s):

Dated:
, 200  

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by an officer of a corporation, attorney-in-fact, executor, administrator, trustee, guardian or other person(s) acting in a fiduciary or representative capacity, please set forth full title and see Instruction 4.)

Name(s):
	(Print Name)

Capacity (Full Title):

Address:

Area Code and Tel. No.:

Taxpayer Identification or Social Security Number:

NOTE: If you do not wish to appoint the Agent to act on your behalf following the Effective Time (as defined in the accompanying Notice of Merger), please see Instruction 9.

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GUARANTEE OF SIGNATURE(S)
(If Required—See Instructions 1 and 4)

Authorized Signature:
Name(s):	(Please print)
Name of Firm:
Address:
Area Code and Tel. No.:		Dated:

REMEMBER TO ENCLOSE YOUR CERTIFICATES

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IMPORTANT TAX INFORMATION

        Under federal tax law, a holder who transmits Certificates hereby is required by law to provide the Exchange Agent with such holder's correct TIN on Substitute Form W-9 below. If such holder is an individual, the TIN is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder or other payee may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such holder or other payee with respect to Certificates may be subject to backup withholding.

        Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit to the Exchange Agent a properly completed Internal Revenue Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. A Form W-8 can be obtained from the Exchange Agent.

        If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

        To prevent backup withholding on payments made to a holder or other payee with respect to Certificates, the holder is required to notify the Exchange Agent of the holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and that (1) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding (3) the holder is a U.S. person (including a U.S. resident alien).

What Number to Give the Exchange Agent

        The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Certificates. If the Certificates are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

NOTE:
Failure to complete and return Substitute Form W-9 may result in backup withholding of 28% of any payments made to you pursuant to the Merger. Please review the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional details.

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CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

Payer's Name: LaSalle Bank, N.A.
(See Instruction 7)

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security Number(s)       OR   Employer Identification Number:
	Part 2—Certification—under penalties of perjury, I certify that:
Payer's Request for Taxpayer Identification Number (TIN)	1.	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me).
	2.	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am not longer subject to backup withholding.
	3.	I am a U.S. person (including a U.S. resident alien).
	Certification instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.		Part 3   Awaiting TIN

Please sign here (X) SIGNATURE(S)		Date:
	(Print Name)
Telephone (            )

(Signature(s) of Registered Owner(s) or Authorized Agent) Your signature is both acknowledgement of the terms of the exchange of your Certificates and certification of your Taxpayer Identification Number.

You must complete the following certificate if you checked the box in Part 3 of Substitute Form W-9.

Certificate of Awaiting Taxpayer Identification Number

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 28% of all reportable payments made to me thereafter will be withheld until I provide a taxpayer identification number.

Signature Date

9

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EXHIBIT (a)(2)

INSTRUCTIONS
IMPORTANT TAX INFORMATION

EX-99.(A)(3)

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EXHIBIT (a)(3)

CERTIFICATE OF OWNERSHIP AND MERGER
OF
CAA ACQUISITION CORP.
WITH AND INTO
USHEALTH GROUP, INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

        CAA Acquisition Corp. ("Purchaser") pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:

        FIRST:    That the name and state of incorporation of each of the constituent corporations to the merger are as follows:

Name	State of Incorporation
CAA Acquisition Corp.	Delaware
USHEALTH Group, Inc.	Delaware

        (USHEALTH Group, Inc. is referred to herein as "Subsidiary".)

        SECOND:    That Purchaser owns at least 90% of the outstanding shares of the common stock of Subsidiary, which is the only outstanding class of capital stock of the Subsidiary.

        THIRD:    That the Board of Directors of Purchaser, by unanimous written consent dated October 14, 2005 pursuant to Section 141(f) of the DGCL, duly adopted resolutions authorizing the merger of Purchaser with and into Subsidiary pursuant to Section 253 of the DGCL (the "Merger"). A true copy of such resolutions is annexed hereto as Exhibit A. Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

        FOURTH:    That the sole stockholder of Purchaser has approved the Merger pursuant to Section 253 of the DGCL.

        FIFTH:    That the name of the corporation surviving the Merger is USHEALTH Group, Inc.

        SIXTH:    That the Certificate of Incorporation of Subsidiary immediately prior to the Merger shall be the Certificate of Incorporation of the Surviving Corporation.

        SEVENTH:    That this Certificate of Ownership and Merger shall be effective upon its filing with the Secretary of State of the State of Delaware.

In Witness Whereof, Purchaser has caused this Certificate of Merger to be executed in its corporate name as of this 14th day of October, 2005.

CAA ACQUISITION CORP.
By
	/s/  ALAN H. FREUDENSTEIN Name: Alan H. Freudenstein Title: President and Treasurer

EXHIBIT A

CAA ACQUISITION CORP.

ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS

October 14, 2005

        The undersigned, being all of the members of the Board of Directors (the "Board of Directors") of CAA Acquisition Corp., a Delaware corporation (the "Purchaser"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Purchaser's Bylaws (the "Bylaws"), hereby adopt, by this written consent, the following resolutions with the same force and effect as if they had been unanimously approved and adopted at a duly convened meeting of the Board of Directors of the Purchaser, and direct that this written consent be filed with the minutes of the proceedings of the Board of Directors of Purchaser:

Resolved, that Purchaser merge itself (the "Merger") with and into USHEALTH Group, Inc., a Delaware corporation ("Subsidiary"), which shall be the surviving corporation (the "Surviving Corporation"), pursuant to Section 253 of the DGCL; and

Further Resolved, that the Certificate of Incorporation of Subsidiary as in effect immediately prior to the effective time of the Merger (the "Effective Time") shall continue in full and effect as the Certificate of Incorporation of the Surviving Corporation; and

Further Resolved, that the By-Laws of Subsidiary as in effect immediately prior to the Effective Time shall continue in full and effect as the By-Laws of the Surviving Corporation; and

Further Resolved, that the officers and directors of Subsidiary as in effect immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation, each to hold office until their respective successors are duly elected or appointed and qualified in the manner provided in the By-Laws of the Surviving Corporation, or as otherwise provided by law; and

Further Resolved, that at the Effective Time, each of the shares of common stock, par value $0.01 per share, of Subsidiary, and all rights in respect thereof ("Shares"), issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive $0.31 per Share, net to the seller in cash, without any interest thereon (the "Merger Price"), except for Shares owned by (i) Subsidiary, (ii) Special Situations Holdings, Inc.—Westbridge, a Delaware corporation and the sole stockholder of Purchaser ("Parent") or (iii) by any direct or indirect subsidiary of Parent (including Purchaser) which shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist; and

Further Resolved, that at the Effective Time, each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share, par value $0.01 per share, of common stock of the Surviving Corporation; and

Further Resolved, that at the Effective Time, Shares, if any, held by stockholders who perfect their appraisal rights pursuant to Section 262 of the DGCL (each, a "Dissenting Stockholder") shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder, except that if any person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost

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the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Price; and

Further Resolved, that if the Surviving Corporation shall consider or be advised that any deeds, bill of sale, assignments, assurances or any other action or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation's right, title and interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporation acquired or to be acquired by the Surviving Corporation as a result of the Merger, the officers and directors of the Surviving Corporation be, and each of them individually hereby is, authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, all such deeds, bill of sale, assignments and assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to or under such rights, properties, privileges, franchises or assets in the Surviving Corporation; and

Further Resolved, that the President or any Vice President of Purchaser and the Secretary of Purchaser be, and each of them individually hereby is, authorized and directed to execute and acknowledge in the name of and on behalf of Purchaser a Certificate of Ownership and Merger setting forth, among other things, a copy of these resolutions and the date of their adoption; and that such officers are hereby authorized and directed to cause such executed Certificate of Ownership and Merger to be filed in the Office of the Secretary of State of the State of Delaware and to cause a certified copy of such Certificate to be recorded in the Office of the Recorder of Deeds of New Castle County, all in accordance with Sections 103 and 253 of the DGCL; and

Further Resolved, that the Merger shall become effective and the corporate existence of Purchaser shall cease upon the filing of such Certificate of Ownership and Merger with the Secretary of State of the State of Delaware in accordance with Sections 103 and 253 of the DGCL; and

Further Resolved, that the appropriate officers of Purchaser be, and each of them individually hereby is, authorized and directed to take or cause to be taken all such further actions and to execute and deliver or cause to be delivered all such further instruments and documents in the name and on behalf of Purchaser, and to incur all such fees and expenses as in their judgment shall be necessary or advisable in order to carry out fully the intent and purposes of the foregoing resolutions; and

Further Resolved, that all actions previously taken by the officers and directors of Purchaser in connection with the transactions contemplated by these resolutions are hereby adopted, ratified, confirmed and approved in all respects.

[SIGNATURE PAGE FOLLOWS]

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In Witness Whereof, the undersigned, being all the members of the Board of Directors of the Purchaser, have executed this written consent as of the date first written above.

/s/  ALAN H. FREUDENSTEIN Alan H. Freudenstein

/s/  GREGORY M. GRIMALDI Gregory M. Grimaldi

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EXHIBIT A

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EXHIBIT (a)(4)

PRESS RELEASE
Source: USHEALTH Group, Inc.

Corporate Contact:
        Cynthia B. Koenig
        Chief Financial Officer
        (817) 878-3732

FOR IMMEDIATE RELEASE:
October 14, 2005

USHEALTH GROUP ANNOUNCES COMPLETION OF

GOING PRIVATE TRANSACTION

        Fort Worth, Texas, October 14, 2005...USHEALTH Group, Inc. ("USHEALTH") (USHE.OB) announced today that, pursuant to Section 253(d) of the General Corporation Law of the State of Delaware (the "DGCL"), CAA Acquisition Corp. ("CAA Acquisition") has merged with and into USHEALTH, resulting in USHEALTH becoming a wholly owned subsidiary of Special Situations Holdings, Inc.—Westbridge ("SSH"), a wholly owned subsidiary of Credit Suisse First Boston LLC. SSH is now the sole shareholder of USHEALTH common stock. Pursuant to this merger, public trading of USHEALTH common stock has ceased and shares of USHEALTH's common stock have been deregistered with the Securities and Exchange Commission ("SEC"). USHEALTH will no longer be required to file annual, quarterly and other periodic reports with the SEC, and will no longer be subject to the proxy rules under the Securities and Exchange Act of 1934 (the "Securities Exchange Act"). Additionally, USHEALTH will no longer be subject to the provisions of the Sarbanes Oxley Act or the liability provisions of the Securities Exchange Act.

        Immediately prior to the merger, CAA Acquisition, a wholly-owned subsidiary of SSH, owned approximately 93% of the outstanding shares of USHEALTH common stock. Under the DGCL, no action was required by the Board of Directors or the stockholders of USHEALTH, other than SSH and its direct or indirect subsidiaries (including CAA Acquisition), for the merger to become effective. A full discussion of the merger is contained in the Transaction Statement on Schedule 13E-3, as amended, (the "Schedule 13E-3") previously circulated by SSH and filed on September 20, 2005 with the SEC.

        As a result of the merger, any outstanding shares of USHEALTH's common stock (other than shares held by SSH or any of its direct or indirect subsidiaries, and other than shares as to which dissenters' rights are exercised, as described in the Schedule 13E-3), now represent only the right to receive $0.31 per share, net to the holder in cash, without interest, upon presentation of appropriate documentation by the holder of such shares of USHEALTH common stock to LaSalle Bank National Association at its address set forth in the Schedule 13E-3. Within the next few days, USHEALTH will mail to stockholders materials to be used to exchange USHEALTH's certificates for such payment.

        Mr. Benjamin M. Cutler, commenting on USHEALTH's new status as a non-public company said, "Given the capital structure of our Company, the costs naturally associated with continuing as a public company far outweighed the benefits received, and otherwise would have diverted key management resources. As a private Company, we look forward to focusing all of our efforts on expanding the distribution channels of our insurance subsidiaries, while enhancing customer service to the policyholders and agents of those companies."

        USHEALTH Group, Inc. is an insurance holding company primarily focused on individual health insurance for self-employed individuals and small business owners. Products are distributed through career agent organizations that are wholly owned subsidiaries. The Company's goal is to combine the talents of its employees and agents to market competitive and profitable insurance products and provide superior customer service in every aspect of operations. (www.ushealthgroup.com)

        (Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This press release contains forward-looking statements regarding the intent, belief or current expectations of the Company and members of its senior management team. While the Company believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that would cause actual results to differ materially from those contemplated within this press release can be found in the Company's Form 10-K for the year ended December 31, 2004 and the Company's Forms 10-Q for the quarters ended March 31, 2005 and June 30, 2005. Such factors include, but are not limited to: any limitation imposed on the Company's ability to control the impact of rising health care costs, especially prescription drugs, and rising medical service utilization rates through product and benefit design, underwriting criteria, premium rate increases, utilization management and negotiation of favorable provider contracts; the impact of changing health care trends on the Company's ability to accurately estimate claim and settlement expense reserves; the ability of the Company to fund competitive commission advances to agents from internally generated cash flow or external financing; developments in health care reform and other regulatory issues, including the Health Insurance Portability and Accountability Act and increased privacy regulation, and changes in laws and regulations in key states where the Company operates; the Company's ability to meet minimum regulatory capital requirements for its Insurance Subsidiaries; the ability of the Company to make additional investment in its Insurance Subsidiaries in the form of capital contributions, if needed, in order for such subsidiaries to comply with regulatory capital or debt covenant requirements; and the loss of key management personnel.)

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EXHIBIT (a)(4)

USHEALTH GROUP ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION