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): February 25, 2008
 |
|||
|
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)
[ ] 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
1.02. Termination of a Material Definitive Agreement.
On
February 25, 2008, in connection with the Merger (as defined in Item 5.01
below), Sierra Health Services, Inc. (“Sierra”) terminated its $250.0 million
revolving credit facility (“Credit Facility”) scheduled to expire on June
26, 2011. Banc of America Securities LLC was serving as the sole lead arranger
and book manager under the Credit Facility. The Credit Facility had covenants
that limited Sierra’s ability and the ability of its subsidiaries to dispose of
assets, incur indebtedness, incur other liens, make investments, loans or
advances, make acquisitions, engage in mergers or consolidations, make capital
expenditures and otherwise restricted certain corporate
activities. Sierra’s ability to pay dividends, repurchase its common
stock and prepay other debt was not limited, however, based on Sierra exceeding
the required leverage ratio. In addition, Sierra was required to
comply with specified financial ratios as set forth in the Credit
Facility. At the time of termination, Sierra believes that it was in
compliance with all of the covenants under the Credit Facility.
|
|
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
|
In
connection with the completion of the Merger (as defined in Item 5.01 below),
Sierra has notified the New York Stock Exchange (the “Exchange”) that each
outstanding share of Sierra common stock was converted in the Merger into the
right to receive $43.50 in cash, without interest, and has requested that the
Exchange file a notification of removal from listing on Form 25 with the U.S.
Securities and Exchange Commission (the “Commission”) with respect to Sierra's
common stock. In addition, Sierra will file with the Commission a
certification and notice of termination on Form 15 with respect to Sierra common
stock, requesting that Sierra common stock be deregistered under Section 12(g)
of the Exchange Act of 1934, as amended (the “Exchange Act”) and that the
reporting obligations of Sierra under Sections 13 and 15(d) of the Exchange Act
be suspended.
Item 3.03. Material Modifications to
Rights of Security Holders.
Pursuant
to the Merger Agreement (as defined in Item 5.01 below) and in connection with
the completion of the Merger, each outstanding share of Common Stock (except as
described in Item 5.01 below) was converted in the Merger into the right to
receive $43.50 in cash, without interest. See the disclosure
regarding the Merger and the Merger Agreement under Item 5.01 hereof for
additional information.
Item
5.01. Changes in Control of Registrant.
On March
12, 2007, 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 (“UnitedHealth Group”) and Sapphire Acquisition,
Inc., an indirect wholly-owned subsidiary of UnitedHealth Group (the “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.
On Feburary
25, 2008 pursuant to the Merger Agreement, Merger Sub merged with and into
Sierra, with Sierra continuing after the Merger as a wholly owned subsidiary of
UnitedHealth Group. Pursuant to the Merger Agreement, each issued and
outstanding share of Sierra common stock (other than shares owned by
UnitedHealth Group or Merger Sub, whose shares were cancelled), was converted
into the right to receive $43.50 in cash, on the terms specified in the Merger
Agreement.
The
foregoing description of the Merger Agreement and the Merger is not complete and
is qualified in its entirety by reference to the Merger Agreement, which is
attached as Exhibit 2.1 to Sierra’s Current Report on Form 8-K filed with the
Commission on March 13, 2007, and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
In connection with the consummation of
the Merger and in accordance with the terms of the Merger Agreement,
Sierra’s Certificate of Incorporation and Bylaws
were amended, effective as
of the effective date of the Merger, so that they read the same as the
certificate of incorporation and bylaws of Merger Sub as in effect immediately
prior to the effective time of the Merger, except that Article First of the
certificate of incorporation reads as follows: “The name of the Corporation is
Sierra Health Services,
Inc.” Copies of the Amended Certificate of Incorporation and Amended
and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2 hereto
and are incorporated herein by reference.
|
|
Item
9.01. Financial Statements and Exhibits.
|
|
Exhibits
|
Description
|
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: February 26, 2008 |
/s/ MARC R.
BRIGGS
|
|||
|
Marc
R. Briggs
|
||||
|
Senior
Vice President of Finance
|
||||
| Chief Financial Officer and Treasurer | ||||