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): May 8, 2007
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SIERRA
HEALTH SERVICES, INC.
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____________________________________________
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(Exact
name of registrant as specified in its charter)
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Nevada
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1-8865
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88-0200415
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2724
North Tenaya Way
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Las
Vegas, Nevada 89128
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(Address
of principal executive offices including zip code)
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(702)
242-7000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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____________________________________________________
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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):
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[
]
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))
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Item
8.01 Other Events
On
May 8,
2007, Sierra Health Services, Inc. issued a press release announcing the meeting
and record dates for the special meeting of stockholders to consider and vote
upon the proposed merger with UnitedHealth Group Incorporated. The meeting
has
been set for June 27, 2007 and the record date for the meeting is May 18, 2007.
The 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 Annual Report
on Form 10-K/A, which was filed with the SEC on April 30, 2007. 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 when they
become available on or about May 21, 2007.
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 2007 Annual Meeting of Stockholders, which was filed with
the SEC on April 30, 2007. 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. 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.
Item
9.01. Financial Statements and Exhibits
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Exhibits.
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The
following exhibits are filed as part of this report:
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Exhibits
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Description
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99.1
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Press
release issued by Sierra Health Services, Inc. on May 8,
2007.
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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.
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SIERRA
HEALTH SERVICES, INC.
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(Registrant)
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Date:
May 11, 2007
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/S/
MARC R. BRIGGS
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Marc
R. Briggs
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Senior
Vice President of Finance
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Chief
Financial Officer and Treasurer
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