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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): October 27, 2003
UNITEDHEALTH GROUP INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
MINNESOTA
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(State or Other Jurisdiction of Incorporation)
1-10864 41-1321939
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(Commission File Number) (I.R.S. Employer Identification No.)
UNITEDHEALTH GROUP CENTER
9900 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
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(Address of Principal Executive Offices) (Zip Code)
(952) 936-1300
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On October 27, 2003, UnitedHealth Group Incorporated, a Minnesota
corporation ("UnitedHealth Group"), announced that it had entered into an
Agreement and Plan of Merger, dated as of October 26, 2003 (the "Merger
Agreement"), with Mid Atlantic Medical Services, Inc., a Delaware corporation
("MAMSI"), pursuant to which MAMSI will merge with and into a wholly owned
subsidiary of UnitedHealth Group.
A copy of the Merger Agreement and UnitedHealth Group's press release
announcing this transaction are attached as exhibits hereto and are incorporated
herein by reference. This summary is qualified in its entirety by reference to
the exhibits attached hereto.
UnitedHealth Group and its directors and executive officers may be
deemed to be participants in the solicitation of proxies or consents from the
holders of MAMSI 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 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 prospectus and proxy/consent solicitation statement if and when it
becomes available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of
October 26, 2003, by and among UnitedHealth
Group Incorporated, Mu Acquisition LLC and Mid
Atlantic Medical Services, Inc.
99.1 Press Release, dated October 27, 2003
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.
Date: October 27, 2003
UNITEDHEALTH GROUP INCORPORATED
By: /s/ David J. Lubben
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David J. Lubben
General Counsel & Secretary
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
October 26, 2003, by and among UnitedHealth
Group Incorporated, Mu Acquisition LLC and Mid
Atlantic Medical Services, Inc.
99.1 Press Release, dated October 27, 2003