-----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, Uoq6mOmrTO6moWpstKEz+rzewoTM3pMBjLtLHXUDjftqptIJFSqNxx2/wlY8f119 oUyxsdUxL0aV0SMLkMkEJg== 0001317212-05-000137.txt : 20051222 0001317212-05-000137.hdr.sgml : 20051222 20051222182310 ACCESSION NUMBER: 0001317212-05-000137 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: REED DAVID A CENTRAL INDEX KEY: 0000082709 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31700 FILM NUMBER: 051283295 BUSINESS ADDRESS: BUSINESS PHONE: 9494964259 MAIL ADDRESS: STREET 1: 30931 VIA ULTIMO CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 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 0000082709 REED DAVID A 5995 PLAZA DRIVE CYPRESS CA 90630 1 0 0 0 Common Stock 2005-12-20 4 M 0 7748 0 A 10069 D Common Stock 2005-12-20 4 F 0 2169 90.866 D 7900 D Common Stock 2005-12-20 4 D 0 5579 90.866 D 2321 D Common Stock 2005-12-20 4 D 0 2321 90.866 D 0 D Common Stock 2005-12-20 4 D 0 1000 90.866 D 0 I by Trust Common Stock Units 2005-12-20 4 M 0 7748 0 D 2005-12-20 Common Stock 7748 0 D Non-Qualified Stock Option (right to buy) 35.969 2005-12-20 4 D 0 10000 0 D 2005-12-20 2009-06-30 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 38.66 2005-12-20 4 D 0 14000 0 D 2005-12-20 2014-06-30 Common Stock 14000 0 D Non-Qualified Stock Option (right to buy) 39.75 2005-12-20 4 D 0 10000 0 D 2005-12-20 2009-01-01 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 42.625 2005-12-20 4 D 0 10000 0 D 2005-12-20 2007-01-01 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 61.55 2005-12-20 4 D 0 8000 0 D 2005-12-20 2015-05-19 Common Stock 8000 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. Disposed of pursuant to the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer (the "Merger Agreement"), pursuant to which each share of the Issuer's common stock (net of any shares withheld by the Issuer to satisfy any applicable tax withholding obligations) was exchanged 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: David A. Reed 2005-12-22 EX-24 2 reedpowerofattorney.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY I, David A. Reed, 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 David A. Reed -----END PRIVACY-ENHANCED MESSAGE-----