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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): December 3, 2003
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UNITEDHEALTH GROUP INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota 0-10864 41-1321939
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
UnitedHealth Group Center, 9900 Bren Road East,
Minnetonka, Minnesota 55343
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 936-1300
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ITEM 9. REGULATION FD DISCLOSURE
UNITEDHEALTH VOLUNTARILY PROVIDES DOJ ADDITIONAL TIME FOR
MERGER REVIEW, Minneapolis, MN - On December 3, 2003 UnitedHealth Group
Incorporated ("UnitedHealth Group") voluntarily withdrew its pre-merger
notification and report form under the Hart-Scott-Rodino Antitrust Improvements
Act to give the Antitrust Division of the Department of Justice (the "Division")
additional time to review the proposed transaction with Mid Atlantic Medical
Services, Inc. ("MAMSI"). UnitedHealth Group expects to refile the notification
and report form with the Division and the Federal Trade Commission on December
5, 2003. While the waiting period for the initial filing would have expired on
December 3, 2003, the new filing will restart the 30 day waiting period.
UnitedHealth Group anticipates that the transaction will close in the first
quarter of 2004.
Information in this Current Report that is being furnished
pursuant to Item 9 shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information furnished pursuant to Item 9 in
this Current Report shall not be incorporated by reference into any registration
statement pursuant to the Securities Act of 1933, as amended. The furnishing of
the information in Item 9 of this Current Report is not intended to, and does
not, constitute a representation that such furnishing is required by Regulation
FD or that the information Item 9 of this Current Report contains is material
investor information that is not otherwise publicly available.
IMPORTANT MERGER INFORMATION
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In connection with the proposed transaction, UnitedHealth
Group and MAMSI have filed relevant materials with the Securities and Exchange
Commission ("SEC"), including a registration statement that contains a
preliminary proxy statement/prospectus, which was filed on November 10, 2003.
The definitive proxy statement/prospectus will be sent to holders of MAMSI
common stock when available. Holders of MAMSI common stock are urged to read the
preliminary proxy statement on file with the SEC, the definitive proxy
statement/prospectus when it becomes available and any other relevant materials
filed by UnitedHealth Group or MAMSI with the SEC because they contain, or will
contain, important information about UnitedHealth Group, MAMSI and the
transaction. The preliminary proxy statement/prospectus is available, and the
definitive proxy statement/prospectus will be available, for free (along with
any other documents and reports filed by UnitedHealth Group and MAMSI with the
SEC) at the SEC's website, www.sec.gov. In addition, you may obtain documents
filed with the SEC by UnitedHealth Group free of charge by requesting them in
writing from UnitedHealth Group Incorporated, UnitedHealth Group Center, 9900
Bren Road East, Minnetonka, Minnesota 55343, Attention: Corporate Secretary, or
by telephone at (952) 936-1300. You may obtain documents filed with the SEC by
MAMSI free of charge by requesting them in writing from Mid Atlantic Medical
Services, Inc., 4 Taft Court, Rockville, Maryland, 20850, Attention: Corporate
Secretary, or by telephone at (301) 762-8205.
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UnitedHealth Group and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the holders
of MAMSI common stock in connection with the proposed transaction. Information
about the directors and executive officers of UnitedHealth Group is set forth in
the proxy statement for UnitedHealth Group's 2003 Annual Meeting of
Stockholders, which was filed with the SEC on April 9, 2003. Investors may
obtain additional information regarding the interests of such participants by
reading the preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus, when it becomes available.
MAMSI and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the holders of
MAMSI common stock in connection with the proposed transaction. Information
about the directors and executive officers of MAMSI and their ownership of MAMSI
common stock is set forth in the proxy statement for MAMSI's 2003 Annual Meeting
of Stockholders, which was filed with the SEC on March 24, 2003. Investors may
obtain additional information regarding the interests of such participants by
reading the preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus, when it becomes available.
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
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This document may contain statements, estimates or
projections that constitute "forward-looking" statements as defined under U.S.
federal securities laws. Generally the words "believe," "expect," "intend,"
"estimate," "anticipate," "project," "will" and similar expressions identify
forward-looking statements, which generally are not historical in nature. By
their nature, forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from our historical
experience and our present expectations or projections. A list and description
of some of the risks and uncertainties can be found in our reports filed with
the SEC 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.
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SIGNATURE
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 thereunto duly authorized.
Date: December 4, 2003
UNITEDHEALTH GROUP INCORPORATED
/s/ David J. Lubben
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David J. Lubben
General Counsel & Secretary
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