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| CIK | 1514128 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Universal American Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 9, 2018 |
UAM / Universal American Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* UNIVERSAL AMERICAN CORP (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| June 19, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35149 UNIVERSAL AMERICAN CORP. 401(k) SAVINGS PLAN (Exact name of regist |
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| May 8, 2017 |
Universal American FORM 15-12B 15-12B 1 eh17006111512b.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35149 Universal American Corp. |
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| May 5, 2017 |
S-8 POS 1 eh1700610s8pos-691.htm S-8 POS As filed with the Securities and Exchange Commission on May 5, 2017 Registration No. 333-173787 Registration No. 333-172691 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-173787 POST-EFFECTIVE AMENDMENT NO. 2 TO Post-Effective Amendment No. 1 on Form S-8 Registr |
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| May 5, 2017 |
S-8 POS 1 eh1700609s8pos-787.htm S-8 POS As filed with the Securities and Exchange Commission on May 5, 2017 Registration No. 333-173787 Registration No. 333-172691 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-173787 POST-EFFECTIVE AMENDMENT NO. 2 TO Post-Effective Amendment No. 1 on Form S-8 Registr |
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| May 5, 2017 |
POS AM 1 eh1700608posam1.htm POS AM As filed with the Securities and Exchange Commission on May 5, 2017 Registration No. 333- 191075 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST‑EFFECTIVE AMENDMENT NO. 1 TO Form S-3 Registration Statement No. 333- 191075 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Universal American Corp. (Exact name of registrant as spe |
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| April 28, 2017 |
Amended and Restated Bylaws of the Company. EXHIBIT 3.2 BYLAWS OF UNIVERSAL AMERICAN CORP. (hereinafter, the ? Corporation?) (Adopted November 15, 2016) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation?s registered agent at such address shall be The Corporation Tr |
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| April 28, 2017 |
Amended and Restated Certificate of Incorporation of the Company. EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UNIVERSAL AMERICAN CORP. ARTICLE ONE The name of the corporation is Universal American Corp. (hereinafter called the “ Corporation”). ARTICLE TWO The address of the Corporation’s registered office is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agen |
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| April 28, 2017 |
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): April 28, 2017 Universal American Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 28, 2017 |
WELLCARE COMPLETES ACQUISITION OF UNIVERSAL AMERICAN CORP. EXHIBIT 99.1 WELLCARE COMPLETES ACQUISITION OF UNIVERSAL AMERICAN CORP. TAMPA, Fla. (April 28, 2017) ? WellCare Health Plans, Inc. (NYSE: WCG) (?WellCare?) announced today that it has completed its acquisition of Universal American Corp. (NYSE: UAM) (?Universal American?) following the receipt of all required regulatory approvals. With approximately 119,000 Medicare Advantage (MA) members in Texas |
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| April 28, 2017 |
EXHIBIT 4.1 EXECUTION VERSION UNIVERSAL AMERICAN CORP. 4.00% Convertible Senior Notes due 2021 FIRST SUPPLEMENTAL INDENTURE Dated as of April 28, 2017 Supplementing the Indenture, dated as of June 27, 2016, between Universal American Corp., as Issuer, and U.S. Bank National Association, as Trustee FIRST SUPPLEMENTAL INDENTURE, dated as of April 28, 2017 (this ?First Supplemental Indenture?), by an |
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| April 28, 2017 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 9, 2017, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 26, 2017 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f |
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| March 1, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 eh17003508k.htm FORM 8-K 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): March 1, 2017 Universal American Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction |
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| March 1, 2017 |
REDEMPTION NOTICE March 1, 2017 EXHIBIT 99.1 REDEMPTION NOTICE March 1, 2017 Universal American Corp. 44 South Broadway, Suite 1200 White Plains, New York 10601 Reference is made to the Agreement and Plan of Merger, dated as of November 17, 2016 (as it may be amended, the “ Merger Agreement”), by and among WellCare Health Plans, Inc., a Delaware corporation (“ WellCare”), Wind Merger Sub, Inc., a Delaware corporation and an indi |
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| February 28, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS ITEM 15(a)—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES UNIVERSAL AMERICAN CORP. |
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| February 28, 2017 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Accountable Care Coalition of Caldwell County, LLC North Carolina Accountable Care Coalition of Central Florida, LLC Florida Accountable Care Coalition of Central Georgia, LLC Georgia Accountable Care Coalition of Cherry Hill, LLC New Jersey Accountable Care Coalition of |
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| February 28, 2017 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2016 2015 2014 2013 2012 (in thousands, except ratios) Pre-tax income (loss)—continuing operations $ 3,054 $ 89 $ (32,715 ) $ (16,149 ) $ 56,569 Fixed charges Interest expense $ 7,872 $ 4,743 $ 6,209 $ 6,496 $ 6,238 Amortization of debt costs 597 2,791 1,752 1,423 1,162 |
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| February 16, 2017 |
UNIVERSAL AMERICAN STOCKHOLDERS APPROVE PENDING MERGER WITH WELLCARE EXHIBIT 99.1 UNIVERSAL AMERICAN STOCKHOLDERS APPROVE PENDING MERGER WITH WELLCARE White Plains, New York (February 16, 2017) ? Universal American Corp. (NYSE: UAM) announced that during a special stockholder meeting held earlier today, its stockholders voted to approve the adoption of the previously announced merger agreement, dated as of November 17, 2016, providing for the acquisition of Univers |
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| February 16, 2017 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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 16, 2017 Universal American Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2017 |
UAM / Universal American Corp. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 14, 2017 |
EX-1 2 universal13gaexh12015v1.htm UNDERWRITING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 14, 2017 is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United Sta |
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| February 14, 2017 |
UAM / Universal American Corp. / Camber Capital Management LLC - PRIMARY DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Universal American Corp. (Name of Issuer) Voting Shares, $0.01 par value (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 10, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| February 10, 2017 |
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 9, 2017 Universal American Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 10, 2017 |
UAM / Universal American Corp. / VANGUARD GROUP INC Passive Investment universalamericancorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Universal American Corp Title of Class of Securities: Common Stock CUSIP Number: 91338E101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the approp |
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| February 9, 2017 |
UAM / Universal American Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* UNIVERSAL AMERICAN CORP (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 17, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 4, 2017 |
Financial Statements and Exhibits, Other Events 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): January 4, 2017 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Num |
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| January 4, 2017 |
EXHIBIT 99.1 WELLCARE AND UNIVERSAL AMERICAN ANNOUNCE EARLY TERMINATION OF HART- SCOTT-RODINO WAITING PERIOD FOR WELLCARE?S PROPOSED ACQUISITION OF UNIVERSAL AMERICAN Tampa, Fla. & White Plains, N.Y. (BUSINESS WIRE)? WellCare Health Plans, Inc. (NYSE: WCG) and Universal American Corp. (NYSE: UAM) announced today the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Impr |
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| January 4, 2017 |
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): January 4, 2017 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Num |
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| January 4, 2017 |
Press Release, dated January 4, 2017. EXHIBIT 99.1 WELLCARE AND UNIVERSAL AMERICAN ANNOUNCE EARLY TERMINATION OF HART- SCOTT-RODINO WAITING PERIOD FOR WELLCARE?S PROPOSED ACQUISITION OF UNIVERSAL AMERICAN Tampa, Fla. & White Plains, N.Y. (BUSINESS WIRE)? WellCare Health Plans, Inc. (NYSE: WCG) and Universal American Corp. (NYSE: UAM) announced today the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Impr |
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| December 21, 2016 |
PREM14A 1 eh1601229prem14a.htm PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: ☒ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rul |
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| November 21, 2016 |
EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among WELLCARE HEALTH PLANS, INC., WIND MERGER SUB, INC. and UNIVERSAL AMERICAN CORP. Dated as of November 17, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation 2 Section 1.6 Bylaws 2 |
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| November 21, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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: November 21, 2016 (Date of earliest event reported: November 17, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Inco |
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| November 21, 2016 |
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: November 21, 2016 (Date of earliest event reported: November 17, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Inco |
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| November 21, 2016 |
EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among WELLCARE HEALTH PLANS, INC., WIND MERGER SUB, INC. and UNIVERSAL AMERICAN CORP. Dated as of November 17, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation 2 Section 1.6 Bylaws 2 |
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| November 18, 2016 |
EXHIBIT 99.1 NOTICE OF RIGHT OF CONVERSION ELECTION OF SETTLEMENT TYPE UNIVERSAL AMERICAN CORP. 4.00% CONVERTIBLE SENIOR NOTES DUE 2021 Conversion Date: November 21, 2016 CUSIP No. 91338EAA9 Additional Information and Where to Find It This information may be deemed to be solicitation material in respect of the transaction. In connection with the transaction, Universal American plans to file with t |
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| November 18, 2016 |
Other Events, Financial Statements and Exhibits 8-K 1 eh16011558k.htm FORM 8-K 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): November 18, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporatio |
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| November 18, 2016 |
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): November 18, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| November 18, 2016 |
Notice to Noteholders of Right of Conversion, dated November 18, 2016. EXHIBIT 99.1 NOTICE OF RIGHT OF CONVERSION ELECTION OF SETTLEMENT TYPE UNIVERSAL AMERICAN CORP. 4.00% CONVERTIBLE SENIOR NOTES DUE 2021 Conversion Date: November 21, 2016 CUSIP No. 91338EAA9 Additional Information and Where to Find It This information may be deemed to be solicitation material in respect of the transaction. In connection with the transaction, Universal American plans to file with t |
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| November 17, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 eh16011528k-ppt.htm FORM 8-K 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): November 17, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorpor |
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| November 17, 2016 |
EXHIBIT 99.1 Dear Colleagues, It is with great pride and optimism that I write this letter to my colleagues at Universal American. Earlier today, we entered into a definitive agreement with WellCare Health Plans, Inc. (“WellCare”) by which WellCare will acquire Universal American. The attached press release gives the details of the transaction, which we expect will close sometime in the second qua |
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| November 17, 2016 |
EXHIBIT 99.2 Kenneth A. Burdick Chief Executive Officer November 17, 2016 This is an important day for the Universal American and WellCare families. Earlier this morning, we announced that WellCare has entered into an agreement to acquire Universal American, a respected and admired company. I?m very excited to know that our companies will move forward together, joined in the common mission of part |
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| November 17, 2016 |
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): November 17, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| November 17, 2016 |
Letter from Ken Burdick, dated November 17, 2016. EXHIBIT 99.2 Kenneth A. Burdick Chief Executive Officer November 17, 2016 This is an important day for the Universal American and WellCare families. Earlier this morning, we announced that WellCare has entered into an agreement to acquire Universal American, a respected and admired company. I?m very excited to know that our companies will move forward together, joined in the common mission of part |
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| November 17, 2016 |
EXHIBIT 99.1 Dear Colleagues, It is with great pride and optimism that I write this letter to my colleagues at Universal American. Earlier today, we entered into a definitive agreement with WellCare Health Plans, Inc. (?WellCare?) by which WellCare will acquire Universal American. The attached press release gives the details of the transaction, which we expect will close sometime in the second qua |
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| November 17, 2016 |
EXHIBIT 3.2 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF UNIVERSAL AMERICAN CORP., a Delaware corporation The Amended and Restated By-Laws of Universal American Corp are hereby amended to add a new Article 7, as set forth below: ARTICLE 7 EXCLUSIVE FORUM Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action o |
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| November 17, 2016 |
EXHIBIT 99.1 WELLCARE TO ACQUIRE UNIVERSAL AMERICAN CORP. Strengthens Medicare Advantage Business in Key Markets Positions Company for Growth with Addition of High-Quality Medicare Advantage Plans Transaction Expected to be Accretive to Earnings TAMPA, Fla. and White Plains, NY (Nov. 17, 2016) ? WellCare Health Plans, Inc. (NYSE: WCG) and Universal American Corp. (NYSE: UAM) announced today that t |
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| November 17, 2016 |
8-K 1 eh16011518k.htm FORM 8-K 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: November 17, 2016 (Date of earliest event reported: November 16, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (Stat |
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| November 17, 2016 |
EXHIBIT 3.2 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF UNIVERSAL AMERICAN CORP., a Delaware corporation The Amended and Restated By-Laws of Universal American Corp are hereby amended to add a new Article 7, as set forth below: ARTICLE 7 EXCLUSIVE FORUM Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action o |
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| November 17, 2016 |
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: November 17, 2016 (Date of earliest event reported: November 16, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Inco |
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| November 17, 2016 |
EXHIBIT 99.1 WELLCARE TO ACQUIRE UNIVERSAL AMERICAN CORP. Strengthens Medicare Advantage Business in Key Markets Positions Company for Growth with Addition of High-Quality Medicare Advantage Plans Transaction Expected to be Accretive to Earnings TAMPA, Fla. and White Plains, NY (Nov. 17, 2016) ? WellCare Health Plans, Inc. (NYSE: WCG) and Universal American Corp. (NYSE: UAM) announced today that t |
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| November 8, 2016 |
Universal American 10-Q (Quarterly Report) Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 8, 2016 |
UNIVERSAL AMERICAN CORP. REPORTS 2016 THIRD QUARTER RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2016 THIRD QUARTER RESULTS White Plains, NY November 8, 2016 Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2016. Recent Developments · In June 2016, Universal American issued $115 million principal amount of convertible notes and used the proceeds, together with cash |
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| November 8, 2016 |
Universal American 8-K (Current Report/Significant Event) 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): November 8, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Nu |
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| September 15, 2016 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) Partners Healthcare Solutions Holdings, L.P. c/o GTCR Golder Rauner II, L.L.C. 300 N. LaSalle Street Suite 5600 Chicago, Illinois 6065 |
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| September 14, 2016 |
8-K 1 a16-1851118k.htm 8-K 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): September 14, 2016 (September 9, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State |
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| August 22, 2016 |
8-K 1 a16-1693818k.htm 8-K 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): August 22, 2016 (August 17, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of |
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| August 22, 2016 |
8-K 1 a16-1693818k.htm 8-K 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): August 22, 2016 (August 17, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of |
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| August 8, 2016 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K 1 a16-1638618k.htm 8-K 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): August 8, 2016 (August 3, 2016) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of In |
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| August 4, 2016 |
Universal American 10-Q (Quarterly Report) Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2016 |
UNIVERSAL AMERICAN CORP. REPORTS 2016 SECOND QUARTER RESULTS EX-99.1 2 a16-161421ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2016 SECOND QUARTER RESULTS White Plains, NY — August 4, 2016 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2016. Recent Developments · In June 2016, Universal American issued $115 million principal amount of convertible notes and used |
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| August 4, 2016 |
Universal American 8-K (Current Report/Significant Event) 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): August 4, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Numb |
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| August 4, 2016 |
Exhibit 4.5 EXECUTION VERSION UNIVERSAL AMERICAN CORP. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 27, 2016 4.00% Convertible Senior Notes due 2021 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 11 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amo |
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| August 1, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a16-1592118k.htm 8-K 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): August 1, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001- |
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| August 1, 2016 |
EX-99.1 2 a16-159211ex99d1.htm EX-99.1 Exhibit 99.1 News Release Molina Healthcare Contacts: Investor Relations: Juan José Orellana 562-435-3666 Public Relations: Sunny Yu 562-901-1039 Universal American Corp. Contact: Chief Financial Officer Adam Thackery 914-597-2939 MOLINA HEALTHCARE COMPLETES ACQUISITION OF THE TOTAL CARE MEDICAID PLAN IN UPSTATE NEW YORK FROM UNIVERSAL AMERICAN Long Beach, Ca |
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| July 6, 2016 |
SC 13D/A 1 d222473dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) Partners Healthcare Solutions Holdings, L.P. c/o GTCR Golder Rauner II, L.L.C. 300 N. LaSalle Street Sui |
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| June 28, 2016 |
UAM / Universal American Corp. / PERRY CORP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 91338E101 (CUSIP Number) Michael C. Neus Perry Corp. 767 Fifth Avenue, 19th Floor New York, New York 10153 (212) 583-4000 (Name, Address and |
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| June 28, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 91338E101 (CUSIP Number) Welsh, Carson, Anderson & Stowe X, L.P. 32 |
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| June 27, 2016 |
Universal American 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 27, 2016 Universal American Corp. |
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| June 27, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PUR |
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| June 27, 2016 |
Exhibit 99.1 Universal American Corp. Announces Pricing of $100 Million Private Offering of Convertible Senior Notes and Stock Repurchase WHITE PLAINS, N.Y.? (BUSINESS WIRE) ? June 21, 2016 ? Universal American Corp. (NYSE: UAM) announced today that it has priced its private offering of $100 million principal amount of Convertible Senior Notes due 2021 through a private offering to qualified insti |
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| June 27, 2016 |
Exhibit 10.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of June 21, 2016 by and among Perry Partners L.P., Perry Partners International, Inc., Perry Partners International Master Inc., Perry Private Opportunities Fund L.P. and Perry Private Opportunities Offshore Fund L.P. (each such party a Seller and collectively refe |
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| June 27, 2016 |
EX-10.2 3 a16-140011ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2016 by and among Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Management Corp. (each such party a “Seller” and collectively referred to as the “Sellers”), and Universal American Corp. (the “Buyer”). WHEREAS, the |
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| June 27, 2016 |
EX-99.2 5 a16-140011ex99d2.htm EX-99.2 Exhibit 99.2 Universal American Corp. Announces Closing of $115 Million Private Offering of Convertible Senior Notes and Stock Repurchase WHITE PLAINS, N.Y. —(BUSINESS WIRE)—June 27, 2016 — Universal American Corp. (NYSE:UAM) announced today that it has closed its previously announced private offering of $115 million principal amount of Convertible Senior Not |
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| June 23, 2016 |
UAM / Universal American Corp. / PERRY CORP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 91338E101 (CUSIP Number) Michael C. Neus Perry Corp. 767 Fifth Avenue, 19th Floor New York, New York 10153 (212) 583-4000 (Name, Address and |
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| June 23, 2016 |
SC 13D/A 1 s13da06212016-uam.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 91338E101 (CUSIP Nu |
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| June 22, 2016 |
Exhibit 99.1 Universal American Corp. Announces Proposed $100 Million Private Offering of Convertible Senior Notes and Stock Repurchase WHITE PLAINS, N.Y.? (BUSINESS WIRE) ? June 21, 2016 ? Universal American Corp. (NYSE: UAM) announced today its intention to offer up to $100 million principal amount of Convertible Senior Notes due 2021 through a private offering to qualified institutional buyers |
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| June 22, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 21, 2016 Universal American Corp. |
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| May 25, 2016 |
Submission of Matters to a Vote of Security Holders 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 25, 2015 (May 25, 2015) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commiss |
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| May 10, 2016 |
Universal American 10-Q (Quarterly Report) Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 10, 2016 |
UNIVERSAL AMERICAN CORP. REPORTS 2016 FIRST QUARTER RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2016 FIRST QUARTER RESULTS White Plains, NY ? May 10, 2016 ? Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended March 31, 2016. Results of First Quarter 2016 Universal American?s reported net income for the first quarter of 2016 was $0.2 million, or less than $0.01 per share. Adjusted net |
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| May 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a16-1089118k.htm 8-K 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 10, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35 |
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| April 28, 2016 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 19, 2016 |
EX-99.1 2 a16-86951ex99d1.htm EX-99.1 Exhibit 99.1 News Release Molina Healthcare Contacts: Investor Relations: Juan José Orellana 562-435-3666 Public Relations: Sunny Yu 562-901-1039 Universal American Corp. Contact: Chief Financial Officer Adam Thackery 914-597-2939 MOLINA HEALTHCARE TO ACQUIRE THE TOTAL CARE MEDICAID PLAN IN UPSTATE NEW YORK FROM UNIVERSAL AMERICAN Long Beach, California & Whit |
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| April 19, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 19, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Numb |
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| March 10, 2016 |
UAM / Universal American Corp. 10-K - Annual Report - 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV UNIVERSAL AMERICAN CORP. |
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| March 10, 2016 |
Exhibit 10.2 March 1, 2016 Adam Thackery 27 Spring Brook Road. Morristown, NJ 07960 Dear Adam: This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Reference is made to Employment Agreement dated as of September 8, 2008 between you and the Company (the “Original Agreement”). The parties agree that e |
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| March 10, 2016 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT Exhibit 10.10 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise def |
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| March 10, 2016 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.9 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise defined in |
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| March 10, 2016 |
EX-21.1 7 a2227660zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Accountable Care Coalition of Caldwell County, LLC North Carolina Accountable Care Coalition of Central Florida, LLC Florida Accountable Care Coalition of Central Georgia, LLC Georgia Accountable Care Coalition of Cherry Hill, LLC New |
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| March 10, 2016 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.11 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise defined i |
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| March 10, 2016 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2015 2014 2013 2012 2011 (in thousands, except ratios) Pre-tax income (loss)—continuing operations $ 194 $ (30,080 ) $ (16,675 ) $ 56,569 $ (5,781 ) Fixed charges Interest expense $ 4,748 $ 6,229 $ 6,496 $ 6,238 $ 2,267 Amortization of debt costs 2,791 1,752 1,423 1,162 |
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| March 2, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a16-557618k.htm 8-K 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): March 2, 2016 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of |
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| March 2, 2016 |
UNIVERSAL AMERICAN CORP. REPORTS 2015 FOURTH QUARTER RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2015 FOURTH QUARTER RESULTS White Plains, NY ? March 2, 2016 ? Universal American Corp. (NYSE: UAM) today announced financial results for the quarter and year ended December 31, 2015. Full Year 2015 Universal American?s reported net loss for the full year 2015 was $164.0 million, or $1.99 per share. Adjusted net loss for the full |
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| February 16, 2016 |
UAM / Universal American Corp. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 12, 2016 |
UAM / Universal American Corp. / Camber Capital Management LLC Passive Investment SC 13G/A 1 universalamerican201513gv1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Universal American Corp. (Name of Issuer) Voting Shares, $0.01 par value (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 12, 2016 |
EX-1 2 universal13gaexh12015v1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 12, 2016 is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United Sta |
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| February 9, 2016 |
UAM / Universal American Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd550.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* UNIVERSAL AMERICAN CORP (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 3, 2015 |
UNIVERSAL AMERICAN CORP. REPORTS 2015 THIRD QUARTER RESULTS EX-99.1 2 a15-222371ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2015 THIRD QUARTER RESULTS White Plains, NY — November 3, 2015 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2015. Results of Third Quarter 2015 Universal American’s reported net income for the third quarter of 2015 was $2.8 milli |
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| November 3, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a15-2223718k.htm 8-K 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): November 3, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00 |
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| November 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 14, 2015 |
Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AND SALE AGREEMENT BY AND AMONG NSRE HOLDINGS INC., AS BUYER AND UNIVERSAL AMERICAN CORP. AND UNIVERSAL AMERICAN HOLDINGS, LLC, AS SELLER PARTIES AND NASSAU REINSURANCE GROUP HOLDINGS, L.P. (SOLELY FOR PURPOSES OF SECTION 9.16) DATED AS OF October 8, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.1. Definitions 2 ARTICLE II PURC |
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| October 14, 2015 |
8-K 1 a15-2106718k.htm 8-K 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): October 14, 2015 (October 8, 2015) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of |
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| August 26, 2015 |
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): August 26, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Num |
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| August 21, 2015 |
EX-16.1 2 a15-183531ex16d1.htm EX-16.1 Exhibit 16.1 August 21, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated August 21, 2015, of Universal American Corp. and are in agreement with the statements contained in the second and third paragraphs of Item 4.01. (a) therein. We have no basis to agree or disagre |
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| August 21, 2015 |
8-K 1 a15-1835318k.htm 8-K 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): August 21, 2015 (August 19, 2015) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or O |
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| August 7, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 7, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Numb |
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| August 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2225652z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T |
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| August 7, 2015 |
UNIVERSAL AMERICAN CORP. REPORTS 2015 SECOND QUARTER RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2015 SECOND QUARTER RESULTS White Plains, NY August 7, 2015 Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2015. Results of Second Quarter 2015 Universal Americans reported net loss for the second quarter of 2015 was $7.4 million, or $0.09 per share. Adjusted net income f |
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| June 22, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PUR |
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| May 28, 2015 |
Submission of Matters to a Vote of Security Holders 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 28, 2015 (May 27, 2015) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commiss |
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| May 8, 2015 |
Universal American 8-K (Current Report/Significant Event) 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, 2015 (May 5, 2015) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) |
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| May 5, 2015 |
EX-99.1 2 a15-107801ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2015 FIRST QUARTER RESULTS ANNOUNCES RETIREMENT OF ROBERT A. WAEGELEIN, PRESIDENT & CFO White Plains, NY — May 5, 2015 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended March 31, 2015. Results of First Quarter 2015 Universal American’s reported net |
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| May 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a15-1078018k.htm 8-K 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 5, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-351 |
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| May 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2224613z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 30, 2015 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2015 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT EX-10.9 4 a2224045zex-109.htm EX-10.9 Exhibit 10.9 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms |
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| March 31, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2014 2013 2012 2011 2010 (in thousands, except ratios) Pre-tax (loss) income—continuing operations $ (33,925 ) $ (203,236 ) $ 77,634 $ 9,874 $ 126,308 Fixed charges Interest expense $ 6,214 $ 6,487 $ 6,235 $ 2,267 $ — Amortization of debt costs 1,752 1,423 1,162 123 — Im |
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| March 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 10-K/A 1 a2224045z10-ka.htm 10-K/A Use these links to rapidly review the document TABLE OF CONTENTS PART IV UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| March 31, 2015 |
EX-21.1 6 a2224045zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Percentage Owned Accountable Care Coalition of Caldwell County, LLC North Carolina 51 % Accountable Care Coalition of California, LLC California 100 % Accountable Care Coalition of Central Georgia, LLC Georgia 51 % Accountable Care Co |
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| March 31, 2015 |
EX-10.5 2 a2224045zex-105.htm EX-10.5 Exhibit 10.5 March 4, 2013 Erin Page c/o Universal American Corp. 4888 Loop Central Dr. Houston, TX 77081 This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows: 1. Position and Responsibilities. You will serve in the posit |
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| March 31, 2015 |
EX-10.6 3 a2224045zex-106.htm EX-10.6 Exhibit 10.6 September 27, 2012 Steven H. Black c/o Universal American Corp. 44 South Broadway White Plains, NY 10601 Dear Steve: This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows: 1. Position and Responsibilities. You |
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| March 30, 2015 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT EX-10.9 4 a2223325zex-109.htm EX-10.9 Exhibit 10.9 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms |
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| March 30, 2015 |
EX-10.5 2 a2223325zex-105.htm EX-10.5 Exhibit 10.5 March 4, 2013 Erin Page c/o Universal American Corp. 4888 Loop Central Dr. Houston, TX 77081 This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows: 1. Position and Responsibilities. You will serve in the posit |
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| March 30, 2015 |
EX-21.1 6 a2223325zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Percentage Owned Accountable Care Coalition of Caldwell County, LLC North Carolina 51 % Accountable Care Coalition of California, LLC California 100 % Accountable Care Coalition of Central Georgia, LLC Georgia 51 % Accountable Care Co |
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| March 30, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2014 2013 2012 2011 2010 (in thousands, except ratios) Pre-tax (loss) income?continuing operations $ (33,925 ) $ (203,236 ) $ 77,634 $ 9,874 $ 126,308 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Fixed charges Inte |
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| March 30, 2015 |
EX-10.6 3 a2223325zex-106.htm EX-10.6 Exhibit 10.6 September 27, 2012 Steven H. Black c/o Universal American Corp. 44 South Broadway White Plains, NY 10601 Dear Steve: This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows: 1. Position and Responsibilities. You |
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| March 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a2223325z10-k.htm 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal |
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| March 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o |
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| March 16, 2015 |
Financial Statements and Exhibits, Other Events 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): March 16, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Numb |
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| March 16, 2015 |
UNIVERSAL AMERICAN CORP. ANNOUNCES FILING OF FORM 12b-25 EX-99.1 2 a15-69081ex99d1.htm EX-99.1 Exhibit 99.1 UNIVERSAL AMERICAN CORP. ANNOUNCES FILING OF FORM 12b-25 White Plains, NY — March 16, 2015 — Universal American Corp. (NYSE: UAM) announced today that it has filed a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission with regard to its Annual Report on Form 10-K for the year ended December 31, 2014 (the “201 |
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| February 19, 2015 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 18, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| February 19, 2015 |
UNIVERSAL AMERICAN CORP. REPORTS 2014 FOURTH QUARTER RESULTS EX-99.1 2 a15-48681ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2014 FOURTH QUARTER RESULTS White Plains, NY — February 18, 2015 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter and year ended December 31, 2014. Results of Fourth Quarter 2014 Universal American’s reported net loss for the fourth quarter of 2014 was $ |
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| February 17, 2015 |
UAM / Universal American Corp. / Flynn James E Passive Investment SC 13G/A 1 e613317sc13ga-uac.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) * Universal American Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) December 31 |
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| February 5, 2015 |
UAM / Universal American Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* UNIVERSAL AMERICAN CORP (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 4, 2015 |
8-K 1 a15-364518k.htm 8-K 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 4, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001 |
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| January 12, 2015 |
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): January 12, 2015 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Nu |
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| November 14, 2014 |
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): November 14, 2014 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| October 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2221921z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| October 29, 2014 |
UNIVERSAL AMERICAN CORP. REPORTS 2014 THIRD QUARTER RESULTS EX-99.1 2 a14-232381ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2014 THIRD QUARTER RESULTS White Plains, NY — October 29, 2014 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2014. Results of Third Quarter 2014 Universal American’s reported net loss for the third quarter of 2014 was $2.1 million |
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| October 29, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a14-2323818k.htm 8-K 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): October 29, 2014 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00 |
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| October 16, 2014 |
UAM / Universal American Corp. / Camber Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Universal American Corp. (Name of Issuer) Voting Shares, $0.01 par value (Title of Class of Securities) 91338E101 (CUSIP Number) October 6, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| October 16, 2014 |
EX-1 2 camberuniversal13gexh1v1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated October 16, 2014 is by and between Camber Capital Management LLC, a Massachusetts limited liability company, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United Sta |
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| July 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2220904z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T |
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| July 29, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 29, 2014 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 29, 2014 |
UNIVERSAL AMERICAN CORP. REPORTS 2014 SECOND QUARTER RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2014 SECOND QUARTER RESULTS White Plains, NY — July 29, 2014 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2014. Results of Second Quarter 2014 Universal American’s reported net loss for the second quarter of 2014 was $9.8 million, or $0.12 per share. Adjusted net income fo |
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| June 30, 2014 |
UAM / Universal American Corp. 11-K - - 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PUR |
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| June 3, 2014 |
8-K 1 a14-1468518k.htm 8-K 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): June 3, 2014 (May 28, 2014) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorp |
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| May 14, 2014 |
UAM / Universal American Corp. / CAPITAL Z PARTNERS LTD - AMDNEMENT NO.4 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 4 Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (par value $.01 per share) 91338E101 (Title of class of securities) (CUSIP number) Capital Z Partners, Ltd. Capital Z Partners III GP, LP 142 West 57th Street, 3rd Floor New York, NY 10019 Attention: Mr |
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| May 14, 2014 |
8-K 1 a14-1275818k.htm 8-K 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 14, 2014 (May 13, 2014) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorp |
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| May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2220040z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| May 6, 2014 |
UNIVERSAL AMERICAN CORP. REPORTS 2014 FIRST QUARTER RESULTS EX-99.1 2 a14-120081ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2014 FIRST QUARTER RESULTS White Plains, NY — May 5, 2014 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended March 31, 2014. Results of First Quarter 2014 Universal American’s reported net loss for the first quarter of 2014 was $5.1 million, or $0.0 |
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| May 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a14-1200818k.htm 8-K 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 5, 2014 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-351 |
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| April 23, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 3, 2014 |
EX-2.1 2 a14-98841ex2d1.htm EX-2.1 Exhibit 2.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014 by and between Capital Z Financial Services Fund II, L.P. (the “Seller”) and Universal American Corp. (the “Buyer”). WHEREAS, the Seller holds approximately 14 million shares of common stock, par value $0.01 per share, of Universal A |
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| April 3, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 a14-988418k.htm 8-K 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): April 3, 2014 (March 28, 2014) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Inco |
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| April 3, 2014 |
UNIVERSAL AMERICAN ANNOUNCES REPURCHASE OF COMMON STOCK Exhibit 99.1 UNIVERSAL AMERICAN ANNOUNCES REPURCHASE OF COMMON STOCK White Plains, NY — March 31, 2014 — Universal American Corp. (NYSE: UAM) (the “Company”) today announced that it has entered into a definitive agreement to repurchase 6,000,000 shares of its common stock directly from funds associated with Capital Z Partners Management, LLC (the “Capital Z Investors”). The aggregate purchase pric |
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| April 1, 2014 |
EX-7.2 3 mm03-3114capzuniam13dx1.htm EX.7.2 - SHARE PURCHASE AGREEMENT EXHIBIT 7.2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014 by and between [Capital Z Financial Services Fund II, L.P. and/ or Capital Z Financial Services Private Fund II, L.P.] (the “Seller”) and [NAME OF BUYER] (the “Buyer”). WHEREAS, the Seller holds ap |
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| April 1, 2014 |
EX-7.1 2 mm03-3114capzuniam13dx2.htm EX.7.1 - JOIN FILER AGREEMENT EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint f |
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| April 1, 2014 |
UAM / Universal American Corp. / CAPITAL Z PARTNERS LTD - AMDNEMENT NO.3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (par value $.01 per share) 91338E101 (Title of class of securities) (CUSIP number) Capital Z Partners, Ltd. Capital Z Partners III GP, LP 142 West 57th Street, 3rd Floor New York, NY 10019 Attention: Mr |
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| March 26, 2014 |
8-K 1 a14-906218k.htm 8-K 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): March 26, 2014 (March 20, 2014) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Othe |
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| March 13, 2014 |
EX-21.1 3 a2218716zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Percentage Owned Accountable Care Coalition of Alabama, LLC Pennsylvania 100 % Accountable Care Coalition of Caldwell County, LLC North Carolina 51 % Accountable Care Coalition of California, LLC California 100 % Accountable Care Coal |
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| March 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a2218716z10-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| March 13, 2014 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2013 2012 2011 2010 2009 (in thousands, except ratios) Pre-tax (loss) income?continuing operations $ (203,236 ) $ 77,634 $ 9,874 $ 126,308 $ 59,390 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Fixed charges Interest expense $ 6,487 $ 6,235 $ 2,267 |
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| March 6, 2014 |
UNIVERSAL AMERICAN CORP. REPORTS 2013 FOURTH QUARTER AND FULL YEAR RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2013 FOURTH QUARTER AND FULL YEAR RESULTS White Plains, NY — March 5, 2014 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter and year ended December 31, 2013. Fourth Quarter 2013 Universal American’s reported net loss for the fourth quarter of 2013 was $101.8 million, or $1.16 per share. Adju |
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| March 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a14-750818k.htm 8-K 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): March 5, 2014 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of |
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| February 14, 2014 |
UAM / Universal American Corp. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| November 29, 2013 |
UAM / Universal American Corp. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| November 7, 2013 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.18 2 a2217270zex-1018.htm EX-10.18 Exhibit 10.18 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 4, 2013, to be effective as of September 30, 2013, among UNIVERSAL AMERICAN CORP., a Delaware corporation (the “Borrower”), other Loan Parties, certain Lenders party to the Credit Agreement (hereinafter defined) and BA |
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| November 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-2375918k.htm 8-K 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): November 7, 2013 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00 |
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| November 7, 2013 |
UNIVERSAL AMERICAN CORP. REPORTS THIRD QUARTER 2013 RESULTS EX-99.1 2 a13-237591ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS THIRD QUARTER 2013 RESULTS White Plains, NY — November 7, 2013 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2013. Third Quarter 2013 Universal American’s reported net loss for the third quarter of 2013 was $12.7 million, or $0.15 |
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| November 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2217270z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| October 23, 2013 |
UNIVERSAL AMERICAN CORP. STATEMENT REGARDING LITIGATION STEMMING FROM ACQUISITION OF APS HEALTHCARE Exhibit 99.1 UNIVERSAL AMERICAN CORP. STATEMENT REGARDING LITIGATION STEMMING FROM ACQUISITION OF APS HEALTHCARE White Plains, NY — October 22, 2013 — Universal American Corp. (NYSE: UAM) today announced that it has filed a lawsuit in the United States District Court for the District of Delaware against funds affiliated with the private equity firm GTCR, David Katz, a managing director of GTCR, an |
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| October 23, 2013 |
Financial Statements and Exhibits, Other Events 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): October 23, 2013 (October 22, 2013) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 |
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| September 25, 2013 |
CORRESP 1 filename1.htm Robert A. Waegelein President and Chief Financial Officer 44 South Broadway Suite 1200 White Plains, NY 10601 914 934 5200 phone 914-597-2984 fax [email protected] September 25, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jim B. Rosenberg, Senior Assistant Chief Accountant |
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| September 10, 2013 |
Exhibit 4.1 COMMON STOCK UAM XXXX UNIVERSAL AMERICAN COMMON STOCK CUSIP 91338E 10 1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE PER SHARE, OF UNIVERSAL AMERICAN CORP. (herein called the “Corporation”), transferable on the books of the Corporation |
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| September 10, 2013 |
S-3 1 a2216585zs-3.htm S-3 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on September 10, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Sp |
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| August 15, 2013 |
CORRESP 1 filename1.htm Robert A. Waegelein President and Chief Financial Officer 44 South Broadway Suite 1200 White Plains, NY 10601 914 934 5200 phone 914-597-2984 fax [email protected] August 15, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Jim B. Rosenberg, Senior Assistant Chief Accountant Re: |
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| August 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2216248z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T |
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| August 2, 2013 |
UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2013 RESULTS EX-99.1 2 c74681ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2013 RESULTS White Plains, NY – August 1, 2013 – Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2013. Second Quarter 2013 Highlights · Net loss was $91.8 million, or $1.05 per share, which includes a $90.6 million (net of tax) non-cash |
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| August 2, 2013 |
CORRESP 1 filename1.htm Robert A. Waegelein, CPA President Chief Financial Officer 44 South Broadway Suite 1200 White Plains, NY 10601 914-934-8820 phone 914 597-2984 fax www.UniversalAmerican.com August 2, 2013 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Mr. Jim B. Rosenberg RE: U |
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| August 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 1, 2013 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Numb |
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| July 1, 2013 |
11-K 1 a13-15777111k.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2 |
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| May 31, 2013 |
8-K 1 c739858k.htm 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 31, 2013 (May 29, 2013) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) |
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| April 30, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 c736258k.htm 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): April 29, 2013 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (C |
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| April 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2214728z10-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro |
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| April 30, 2013 |
UNIVERSAL AMERICAN CORP. REPORTS FIRST QUARTER 2013 RESULTS EX-99.1 2 c73625ex99-1.htm Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS FIRST QUARTER 2013 RESULTS White Plains, NY – April 29, 2013 – Universal American Corp. (NYSE: UAM) announced financial results for the quarter ended March 31, 2013. Results of First Quarter 2013 We reported net income for the first quarter of 2013 of $14.0 million, or $0.16 per share. These results incl |
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| April 26, 2013 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 7, 2013 |
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): March 7, 2013 (March 1, 2013) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporat |
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| March 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file Number: 001-35 |
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| March 6, 2013 |
EX-10.4 2 a2213380zex-104.htm EX-10.4 Exhibit 10.4 July 8, 2010 Anthony L. Wolk 52 Winthrop Road Short Hills, NJ 07078 Dear Tony: This letter will confirm the terms of your offer of employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows: 1. Position and Responsibilities. You will serve in the position of SVP, General Counsel & Sec |
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| March 6, 2013 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2012 2011 2010 2009 2008 (in thousands, except ratios) Pre-tax income—continuing operations $ 77,634 $ 9,874 $ 126,308 $ 59,390 $ 56,611 Fixed charges Interest expense $ 6,235 $ 2,267 $ — $ — $ — Amortization of debt costs 1,162 123 — — — Imputed interest on rent expense |
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| March 6, 2013 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 List of Subsidiaries Name State of Incorporation Percentage Owned Accountable Care Coalition HEB Mid-Cities, LLC (Texas) 100 % Accountable Care Coalition of Caldwell County, LLC (North Carolina) 51 % Accountable Care Coalition of California, LLC (California) 100 % Accountable Care Coalition of Cedar Rapids, LLC (Iowa) 1 |
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| February 20, 2013 |
UNIVERSAL AMERICAN CORP. REPORTS 2012 FOURTH QUARTER AND FULL YEAR RESULTS EX-99.1 2 a13-55821ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2012 FOURTH QUARTER AND FULL YEAR RESULTS White Plains, NY — February 19, 2013 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter and year ended December 31, 2012. Fourth Quarter 2012 Universal American’s reported net income for the fourth quarter of 2012 |
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| February 20, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 19, 2013 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| November 2, 2012 |
Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS THIRD QUARTER 2012 RESULTS; ANNOUNCES $1.00 PER SHARE SPECIAL DIVIDEND Rye Brook, NY — November 1, 2012 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2012. Third Quarter 2012 Highlights · Net income was $13.8 million, or $0.16 per share. · Revenues were $549 million. S |
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| November 2, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K 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): November 1, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File Nu |
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| November 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a2211552z10-q.htm 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| July 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 26, 2012 |
UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2012 RESULTS EX-99.1 2 a12-170051ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2012 RESULTS Rye Brook, NY — July 25, 2012 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2012. Second Quarter 2012 Results · Net income was $4.7 million, or $0.05 per share. · Revenues were $542 million. 2012 Guidance · |
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| July 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a12-1700518k.htm 8-K 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): July 25, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3 |
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| June 21, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PUR |
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| June 19, 2012 |
8-K 1 a12-1503318k.htm 8-K 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): June 19, 2012 (June 18, 2012) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Inco |
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| June 1, 2012 |
8-K 1 a12-1347018k.htm 8-K 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): June 1, 2012 (May 30, 2012) UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorp |
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| May 18, 2012 |
UAM / Universal American Corp. / CAPITAL Z PARTNERS LTD - AMENDMENT NO.2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (par value $.01 per share) 91338E101 (Title of class of securities) (CUSIP number) Capital Z Partners, Ltd. Capital Z Partners III Universal, GP, LP 142 West 57th Street, 3rd Floor New York, NY 10019 At |
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| May 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): April 30, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 1, 2012 |
UNIVERSAL AMERICAN CORP. REPORTS FIRST QUARTER 2012 RESULTS EX-99.1 2 a12-108801ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS FIRST QUARTER 2012 RESULTS Rye Brook, NY — April 30, 2012 — Universal American Corp. (NYSE: UAM) announced financial results for the quarter ended March 31, 2012. First Quarter 2012 Results · Net income was $20.8 million, or $0.25 per share. · Revenues were $532 million. Raises 2012 Guidance |
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| May 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 9, 2012 |
SCHEDULE 13D JOINT FILING AGREEMENT Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below. |
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| March 9, 2012 |
Escrow Agreement Exhibit 5 EXECUTION VERSION ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”), is dated as of March 2, 2012, by and among Union Bank, N. |
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| March 9, 2012 |
FORM OF EXECUTIVE AWARD AGREEMENT Forms of Award Agreement Exhibit 7 FORM OF EXECUTIVE AWARD AGREEMENT THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L. |
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| March 9, 2012 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 91338E101 (CUSIP Number) Partners Healthcare Solutions Holdings, L.P. c/o GTCR Golder Rauner II, L.L.C. 300 N. LaSalle Street Suite 5600 Chicago, Illinois 60654 Attention: Da |
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| March 9, 2012 |
FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT Forms of Redemption Agreement Exhibit 6 FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L. |
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| March 9, 2012 |
Power of Attorney of the Reporting Persons Exhibit 8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Margaret A. |
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| March 8, 2012 |
Exhibit 10.3 EXECUTION VERSION January 10, 2012 Gregory Scott 24 Inverness Newport Beach, CA 92660 Dear Greg: This letter agreement (the “Agreement”) will confirm the terms and conditions of your employment with APS Healthcare Bethesda, Inc., an Iowa corporation (“APS”) and Universal American Corp., a Delaware corporation (“UAM” and, together with APS, the “Employer”). This Agreement will become e |
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| March 8, 2012 |
8-K 1 a12-639118k.htm 8-K 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): March 2, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction of |
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| March 8, 2012 |
Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573 EX-10.1 3 a12-63911ex10d1.htm EX-10.1 Exhibit 10.1 Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573 March 2, 2012 Partners Healthcare Solutions Holdings, L.P. c/o GTCR Golder Rauner II, L.L.C. 300 North LaSalle Street, Suite 5600 Chicago, Illinois 60654 Re: Board Representation on Universal American Corp. Ladies and Gentlemen: Reference is made to the Agreement |
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| March 8, 2012 |
EX-4.1 2 a12-63911ex4d1.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2012 among Universal American Corp., a Delaware corporation (the “Company”), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the term |
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| March 8, 2012 |
EX-10.2 4 a12-63911ex10d2.htm EX-10.2 Exhibit 10.2 Published CUSIP Number: 91337GAC1 CREDIT AGREEMENT for $150,000,000 Term Facility Loan Facility and $75,000,000 Revolving Credit Facility Dated as of March 2, 2012 among UNIVERSAL AMERICAN CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, P |
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| March 1, 2012 |
Exhibit 21.1 List of Subsidiaries Name State of Incorporation Percentage Owned Accountable Care Coalition of Eastern North Carolina, LLC North Carolina 51 % Accountable Care Coalition of Caldwell County, LLC North Carolina 51 % Accountable Care Coalition of Greater Athens Georgia, LLC Georgia 51 % Accountable Care Coalition of Southeast Wisconsin, LLC Wisconsin 51 % Accountable Care Coalition of t |
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| March 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Use these links to rapidly review the document TABLE OF CONTENTS PART IV UNIVERSAL AMERICAN CORP. |
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| February 16, 2012 |
UNIVERSAL AMERICAN CORP. REPORTS 2011 FOURTH QUARTER AND FULL YEAR RESULTS EX-99.1 2 a12-50261ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS 2011 FOURTH QUARTER AND FULL YEAR RESULTS Rye Brook, NY — February 15, 2012 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter and year ended December 31, 2011. Fourth Quarter 2011 Universal American’s reported net loss for the fourth quarter of 2011 was $ |
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| February 16, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 15, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35149 (Commission File N |
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| January 18, 2012 |
EX-2.1 2 a12-27661ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among UNIVERSAL AMERICAN CORP., APS MERGER SUB, INC., PARTNERS HEALTHCARE SOLUTIONS HOLDINGS, L.P. and PARTNERS HEALTHCARE SOLUTIONS, INC. Dated as of January 11, 2012 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretive Provision 22 ARTICLE 2 T |
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| January 18, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a12-276618k.htm 8-K 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): January 11, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001 |
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| January 11, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 a12-256018k.htm 8-K 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): January 11, 2012 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001 |
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| January 11, 2012 |
EX-99.1 2 a12-25601ex99d1.htm EX-99.1 Exhibit 99.1 UNIVERSAL AMERICAN TO ACQUIRE APS HEALTHCARE Significantly Enhances Capabilities to Participate in Emerging Growth Opportunities, including Dual Eligibles APS Management Team to Continue to Lead Medicaid Business Rye Brook, NY — January 11, 2012 — Universal American Corp. (NYSE: UAM) today announced that it has entered into a definitive agreement |
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| October 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 27, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 26, 2011 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35149 27-4683816 (State or Other Jurisdiction (Commission File Number) ( |
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| October 27, 2011 |
UNIVERSAL AMERICAN CORP. REPORTS THIRD QUARTER 2011 RESULTS Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS THIRD QUARTER 2011 RESULTS Rye Brook, NY – October 26, 2011 – Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended September 30, 2011. Third Quarter 2011 Highlights · Net income was $14.1 million, or $0.17 per share. · Revenues were $581.9 million. · The Company was released from marketing a |
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| August 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2011 |
424B3 1 a2205121z424b3.htm 424B3 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-175591 PROSPECTUS UNIVERSAL AMERICAN CORP. (formerly known as Universal American Spin Corp.) Exchange Offer for 1,600,000 8.50% Series A Mandatorily Redeemable Preferred Shares (Liquidation Preference $25.00 Per Share) Series A |
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| August 2, 2011 |
As filed with the Securities and Exchange Commission on August 2, 2011 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 2, 2011 Registration No. |
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| August 2, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a11-2337418k.htm 8-K 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): August 1, 2011 UNIVERSAL AMERICAN CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001- |
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| August 2, 2011 |
UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2011 RESULTS EX-99.1 2 a11-233741ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN CORP. REPORTS SECOND QUARTER 2011 RESULTS Rye Brook, NY — August 1, 2011 — Universal American Corp. (NYSE: UAM) today announced financial results for the quarter ended June 30, 2011. Second Quarter 2011 Highlights · Closed the sale of the Part D business to CVS Caremark on April 29, 2011. Shareholders rece |
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| August 2, 2011 |
Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573 Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573 August 2, 2011 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 100 F Street, N.E. Washington, D.C. 20549 Universal American Corp. Registration Statement on Form S-4 (File No. 333-175591) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Universal American Corp., a |
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| August 2, 2011 |
EX-4.1.2 2 a2205022zex-412.htm EX-4.1.2 Exhibit 4.1.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF THE DESIGNATION OF THE SERIES A MANDATORILY REDEEMABLE PREFERRED SHARES OF UNIVERSAL AMERICAN CORP. Universal American Corp., a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY: FIRST. That resolutions of the Board of Dir |
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| August 2, 2011 |
CORRESP 8 filename8.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 2, 2011 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Universal American Corp. Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-175591) Ladies and Gentlemen: On |
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| July 15, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY UNIVERSAL AMERICAN CORP. OFFER TO EXCHANGE 1,600,000 SHARES OF ITS 8.50% SERIES A MANDATORILY REDEEMABLE PREFERRED SHARES WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR A LIKE NUMBER OF ITS 8.50% SERIES A MANDATORILY REDEEMABLE PREFERRED SHARES This form or one substantiall |
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| July 15, 2011 |
UNIVERSAL AMERICAN CORP. Six International Drive Suite 190 Rye Brook, New York 10573 UNIVERSAL AMERICAN CORP. Six International Drive Suite 190 Rye Brook, New York 10573 July 15, 2011 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Universal American Corp. Registration Statement on Form S-4 Ladies and Gentlemen: Universal American Corp. (formerly known as Universal American Spin Corp.) (the “Company”) has filed a registration statement on Form |
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| July 15, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL To Tender for Exchange 1,600,000 shares 8.50% Series A Mandatorily Redeemable Preferred Shares Liquidation Preference $25.00 Per Share Universal American Corp. (Formerly Known As Universal American Spin Corp.) THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTEND |
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| July 15, 2011 |
As filed with the Securities and Exchange Commission on July 15, 2011 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on July 15, 2011 Registration No. |
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| July 15, 2011 |
UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT EX-10.4 4 a2204711zex-104.htm EX-10.4 Exhibit 10.4 UNIVERSAL AMERICAN CORP. 2011 OMNIBUS EQUITY AWARD PLAN EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized |
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| July 15, 2011 |
AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.2.2 AMENDMENT TO EMPLOYMENT AGREEMENT Amendment (this ?Amendment?) dated as of April 29, 2011 to Agreement dated as of July 30, 1999 by and between Universal American Financial Corp. and Robert Waegelein. RECITALS 1. Universal American Corp. (formerly known as Universal American Financial Corp. and now known as Caremark Ulysses Holding Corp. ?Old UAM?) and Robert Waegelein (?Executive?) |
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| July 15, 2011 |
EX-99.1 2 a11-164111ex99d1.htm EX-99.1 Exhibit 99.1 UNAUDITED CONDENSED PRO FORMA FINANCIAL DATA OF Universal American Corp. (formerly Universal American Spin Corp.) (ACCOUNTING SUCCESSOR TO CAremArK Ulysses Holding Corp., FORMERLY UNIVERSAL AMERICAN CORP.) On December 30, 2010, Caremark Ulysses Holding Corp. (formerly Universal American Corp.) (“Old Universal American”) entered into agreements, c |
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| July 15, 2011 |
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated April 29, 2011 (this ?Agreement?) is entered into by and between Universal American Corp. (the ?Company?), formerly known as Universal American Spin Corp., a Delaware corporation and wholly-owned subsidiary of UAM (as defined below) and Universal American Holdings LLC, a Delaware limited liability company and wholl |
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| July 15, 2011 |
Exhibit 12.1 Statement of Computation of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Dividends and Pro Forma Ratios Historical Pro Forma Years Ended December 31, Three Months Ended March 31, Year Ended December 31, Three Months Ended March 31, 2006 2007 2008 2009 2010 2011 2010 2011 (in thousands, except ratios) Pre-tax income (loss) —continuing operations $ 93,756 $ 13 |
