UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
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FORM
8-K
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_________________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): June 27, 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)
[
] 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
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On
June
27, 2007, Sierra Health Services, Inc. (the “Company”) (NYSE: SIE) announced
that the Company’s stockholders approved the proposed merger agreement between
the Company and UnitedHealth Group Incorporated (“UnitedHealth
Group”). Holders of
approximately 99.7% of the Company's common stock present and voting at the
special meeting, whether in person or by proxy, approved the merger agreement,
representing approximately 74.1% percent of the total number of shares
outstanding and entitled to vote. Upon completion of the merger, each
issued and outstanding share of the Company’s common stock will be converted
into the right to receive $43.50 in cash, without interest.
Completion
of the merger remains subject to various conditions, including the receipt
of
certain regulatory approvals and the satisfaction or waiver of all other closing
conditions in accordance with the terms of the merger agreement. The
Company expects the transaction to close by the end of 2007.
Statements
contained herein that are not historical facts are forward-looking and based
on
management’s projections, assumptions and estimates; actual results may vary
materially. Forward-looking statements are subject to certain risks
and uncertainties, which include but are not limited to: 1) potential adverse
changes in government regulations, contracts and programs, including the
Medicare Advantage program, the Medicare Prescription Drug Plan and any
potential reconciliation issues, Medicaid and legislative proposals to eliminate
or reduce ERISA pre-emption of state laws that would increase potential managed
care litigation exposure; 2) competitive forces that may affect pricing,
enrollment, renewals and benefit levels; 3) unpredictable medical costs,
malpractice exposure, reinsurance costs, changes in provider contracts and
inflation; 4) impact of economic conditions; 5) changes in healthcare reserves;
6) the effects of the termination of the HCA contract; 7) the amount of actual
proceeds to be realized from the note receivable related to the sale of the
workers' compensation insurance operation; and 8) receipt of certain regulatory
approvals and the satisfaction or waiver of other conditions pertaining to
the
proposed merger with UnitedHealth Group. Further factors concerning financial
risks and results may be found in documents filed with the Securities and
Exchange Commission and which are incorporated herein by reference.
Consequently,
all of the forward-looking statements made herein are qualified by these
cautionary statements, and there can be no assurance that the actual results
or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to, or
effects on, the Company or its business or operations. The Company
assumes no obligation to update publicly any such forward-looking statements,
whether as a result of new information, future events or otherwise.
SIGNATURES
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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: June
29, 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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