UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
8-K
_________________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March 11, 2007
|
SIERRA
HEALTH SERVICES, INC.
|
|||
|
____________________________________________
|
|||
|
(Exact
name of registrant as specified in its charter)
|
|||
|
Nevada
|
1-8865
|
88-0200415
|
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
|
2724
North Tenaya Way
|
|||
|
Las
Vegas, Nevada 89128
|
|||
|
(Address
of principal executive offices including zip code)
|
|||
|
(702)
242-7000
|
|||
|
(Registrant's
telephone number, including area code)
|
|||
|
Not
Applicable
|
|||
|
(Former
name or former address, if changed since last report)
|
|||
|
____________________________________________________
|
|||
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions (see General Instruction A.2.
below):
|
|||
|
[
]
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
|
|||
Item
1.01 Entry into a Material Definitive Agreement
On
March
12, 2007, Sierra Health Services, Inc., a Nevada Corporation (“Sierra”),
announced that it had entered into an Agreement and Plan of Merger, dated
as of
March 11, 2007 (the “Merger Agreement”), with UnitedHealth Group Incorporated, a
Minnesota corporation (“UnitedHealth Group”), and Sapphire Acquisition, Inc., a
Nevada corporation and an indirect wholly-owned subsidiary of UnitedHealth
Group
(“Merger Sub”). The Merger Agreement provides that, upon the terms and subject
to the conditions set forth in the Merger Agreement, Merger Sub will merge
with
and into Sierra (the “Merger”), with Sierra continuing as the surviving
Company.
At
the
effective time of the Merger, each issued and outstanding share of Sierra
common
stock (other than shares owned by UnitedHealth Group or Merger Sub, which
shares
will be cancelled), will be converted into the right to receive $43.50 in
cash,
on the terms specified in the Merger Agreement.
UnitedHealth
Group and Sierra have each made representations and warranties to each other
in
the Merger Agreement. Sierra has made certain covenants in the Merger Agreement,
including, among others, covenants, subject to certain exceptions, (A) to
conduct its business in the ordinary course between the execution of the
Merger
Agreement and the consummation of the Merger, (B) to cause a stockholder
meeting
to be held to consider approval of the Merger and the other transactions
contemplated by the Merger Agreement, (C) for its Board of Directors to
recommend adoption and approval by its stockholders of the Merger Agreement
and
the transactions contemplated by the Merger Agreement, (D) not to solicit
proposals relating to alternative business combination transactions, (E)
not to
enter into discussions concerning, or provide confidential information in
connection with, alternative business combination transactions, and (F) to
use
its reasonable best efforts to take, or cause to be taken, all actions, and
to
do, or cause to be done, all things necessary, proper or advisable (including
obtaining necessary governmental consents and approvals) to consummate and
make
effective, in the most expeditious manner practicable, the Merger and the
other
transactions contemplated by the Merger Agreement. In addition, UnitedHealth
Group has made certain covenants in the Merger Agreement, including, among
others, covenants, subject to certain exceptions, (A) relating to employee
matters and (B) to use its reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary,
proper
or advisable (including obtaining necessary governmental consents and approvals)
to consummate and make effective, in the most expeditious manner practicable,
the Merger and the other transactions contemplated by the Merger
Agreement.
Completion
of the Merger is subject to various conditions, including, among others,
(i)
approval of the holders of a majority of the outstanding shares of Sierra
common stock, (ii) expiration or termination of the applicable Hart-Scott-Rodino
Act waiting period, (iii) absence of any order, injunction or other judgment
or
decree prohibiting the consummation of the Merger, (iv) receipt of required
governmental consents and approvals without negative regulatory action, and
(v)
subject to certain exceptions, the accuracy of the representations and
warranties of Sierra and UnitedHealth Group, as applicable, and compliance
by
Sierra and UnitedHealth Group with their respective obligations under the
Merger
Agreement.
The
Merger Agreement contains certain termination rights for both Sierra and
UnitedHealth Group, and further provides that, upon termination of the Merger
Agreement under specified circumstances, Sierra may be required to pay
UnitedHealth Group a termination fee of $85.0 million and in other
circumstances, UnitedHealth Group may be required to pay Sierra a termination
fee of $25.0 million.
The
foregoing description of the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement. The Merger Agreement is attached as Exhibit 2.1 hereto,
and is
incorporated herein by reference. The Merger Agreement has been attached
to
provide investors with information regarding its terms. It is not intended
to
provide any other factual information about Sierra, UnitedHealth Group or
Merger
Sub. In particular, the assertions embodied in the representations and
warranties contained in the Merger Agreement are qualified by information
in
confidential disclosure schedules provided by the parties in connection with
the
execution of the Merger Agreement. These disclosure schedules contain
information that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Merger Agreement. Moreover,
certain representations and warranties in the Merger Agreement were used
for the
purpose of allocating risk between the parties rather than establishing matters
as facts. Accordingly, you should not rely on the representations and warranties
in the Merger Agreement as characterizations of the actual state of facts
about
any of the parties to such agreement.
Item
8.01 Other Events
A
joint
press release announcing the execution of the Merger Agreement was issued
by
Sierra and UnitedHealth Group on March 12, 2007. The joint press release
is
attached hereto as Exhibit 99.1.
Additional
Information and Where to Find It
In
connection with the Merger and other transactions contemplated by the Merger
Agreement, Sierra intends to file relevant materials with the Securities
and
Exchange Commission (the “SEC”), including a proxy statement and related proxy
solicitation materials. BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION, INVESTORS AND HOLDERS OF SIERRA COMMON STOCK ARE URGED TO READ
THEM, IF AND WHEN THEY BECOME AVAILABLE. When filed with the SEC, they will
be
available for free (along with other documents and reports filed by Sierra
and
UnitedHealth Group with the SEC), at the SEC’s website, http://www.sec.gov.
In
addition, investors and Sierra stockholders may obtain free copies of the
documents filed with the SEC by Sierra by a written request to Sierra Health
Services, Inc., P.O. Box 15645, Las Vegas, NV 89114-5645, Attention: Investor
Relations.
Participants
in the Solicitation
Sierra
and its directors and executive officers may be deemed to be participants
in the
solicitation of proxies from the holders of Sierra common stock in connection
with the transactions contemplated by the Merger Agreement. Information about
the directors and executive officers of Sierra is set forth in the proxy
statement for Sierra’s Annual Meeting of Stockholders, which was filed with the
SEC on April 14, 2006. Investors may obtain additional information regarding
the
interests of such participants in the Merger and the other transactions
contemplated by the Merger Agreement by reading the proxy statement and related
proxy solicitation materials if and when they become available.
UnitedHealth
Group and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of Sierra common stock in
connection with the proposed transactions. Information about the directors
and
executive officers of UnitedHealth Group is set forth in the proxy statement
for
UnitedHealth Group’s 2006 Annual Meeting of Stockholders, which was filed with
the SEC on April 26, 2006. Investors may obtain additional information regarding
the interests of such participants by reading the prospectus and proxy
solicitation statement if and when it becomes available.
Forward-Looking
Statements
This
Form
8-K and its exhibits may contain statements, estimates or projections that
constitute “forward-looking” statements as defined under U.S. federal securities
laws. Generally the words “believe,” “expert,” “intend,” “estimate,”
“anticipate,” “could,” “may,” “project,” “will” and variations thereof or
similar expressions identify forward-looking statements, which generally
are not
historical in nature. These forward-looking statements are based on current
expectations and projections about future events. By their nature,
forward-looking statements are not guarantees of future performance or results
and are subject to risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from our
historical experience and our present expectations or projections. These
risks
and uncertainties include, among others, our ability to consummate the merger
with UnitedHealth Group, whether operating costs, customer loss and business
disruption, including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers, may be greater
than expected; the regulatory approvals required to complete the merger may
not
be obtained on the terms expected or on the anticipated schedule; our ability
to
meet expectations regarding the timing and completion of the merger; and
those
risks and uncertainties found in our filings and reports filed with the
Securities and Exchange Commission from time to time, including our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form
8-K. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Except to the extent otherwise required
by federal securities laws, we do not undertake to publicly update or revise
any
forward-looking statements.
Item
9.01. Financial Statements and Exhibits
| (c) |
Exhibits.
|
The
following exhibits are filed as part of this report:
|
Exhibits
|
Description
|
|
2.1
|
Agreement
and Plan of Merger by and among UnitedHealth Group Incorporated,
Sapphire
Acquisition, Inc. and Sierra Health Services, Inc. Dated as of
March 11,
2007.
|
|
99.1
|
Joint
press release issued by Sierra Health Services, Inc. and UnitedHealth
Group Incorporated on March 12, 2007.
|
|
99.2
|
Materials
distributed to the employees of Sierra Health Services, Inc. and
its
subsidiaries.
|
SIGNATURES
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|||||||
|
SIERRA
HEALTH SERVICES, INC.
|
|||||||
|
(Registrant)
|
|||||||
|
Date:
March 12, 2007
|
/S/
FRANK E. COLLINS
|
||||||
|
Frank
E. Collins
|
|||||||
|
Senior
Executive Vice President, Legal & Administration, and
Secretary
|
|||||||
EXHIBIT
INDEX
|
Exhibits
|
Description
|
|
2.1
|
Agreement
and Plan of Merger by and among UnitedHealth Group Incorporated,
Sapphire
Acquisition, Inc. and Sierra Health Services, Inc. Dated as of
March 11,
2007.
|
|
99.1
|
Joint
press release issued by Sierra Health Services, Inc. and UnitedHealth
Group Incorporated on March 12, 2007.
|
|
99.2
|
Materials
distributed to the employees of Sierra Health Services, Inc. and
its
subsidiaries.
|